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于2026年10月9日向证券交易委员会提交

美国

证券交易委员会

华盛顿特区\n20549

生效后\n修正案第1号

至

格式\nS-1

注册\n声明

根据

1933年\n证券法

Silvia,\n公司

(注册人名称，按其章程中所指定)

\n \n \n \n \n \n \n \n \n \n \n \n \n

特拉华州

6199

39-2767031

(州\n 或其他司法管辖区)

成立\n 或组织)

(主要\n 标准行业

分类\n 代码编号)

(I.R.S.\n 雇主

识别\n 编号)

600\n莱克星顿大道, 2楼

纽约, 纽约 10022

电话：\n(305) 938-0912

(注册人主要执行办公室的地址，包括邮编，以及电话号码，包括区号)

安东尼\n波姆皮亚诺

首席\n执行官

西尔维娅，\n公司

600\n莱克星顿大道， 2楼

纽约\n，纽约 10022

电话：\n(305) 938-0912

(服务代理的姓名，地址，包括邮编，以及电话号码，包括区号)

抄送：

康斯坦丁\n卡里德斯，律师

林伍德\nE. 雷纳德，律师

凯瑟琳\nE. 格迪斯，律师

里德\n史密斯律师事务所

599\n莱克星顿大道

纽约，纽约 10022

(212)\n521-5400

拟向公众发售的开始日期（大致）：

在本注册声明生效后尽快。

如果本表上注册的任何证券将根据《1933年证券法》第415条以延迟或连续方式出售，请勾选以下方框。 ☒

如果本表是为根据《证券法》第462(b)条进行的发行注册额外证券而提交的，请勾选以下方框，并列出同一发行的先前生效的证券法注册声明编号。\n☐

如果本表是根据《证券法》第462(c)条提交的生效后修正案，请勾选以下方框，并列出同一发行的先前生效的证券法注册声明编号。 ☐

如果本表是根据《证券法》第462(d)条提交的生效后修正案，请勾选以下方框，并列出同一发行的先前生效的证券法注册声明编号。 ☐

通过勾选方框表明注册人是大型加速申报者、加速申报者、非加速申报者、较小报告公司或新兴成长公司。请参见《交易法》第12b-2条中“大型加速申报者”、“加速申报者”、“较小报告公司”和“新兴成长公司”的定义。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

大型\n 加速申报者	☐	加速\n 申报者	☐
非加速\n 申报者	☒	较小\n 报告公司	☒
		新兴\n 成长公司	☒

如果\n是新兴成长公司，请通过勾选方框表明注册人是否选择不使用根据《证券法》第7(a)(2)(B)条提供的任何新修订的财务会计标准的延长过渡期。☐

注册人在此修订此注册声明，并在必要时在该日期或这些日期进行修订，以延迟其生效日期，直到注册人提交进一步修订，该修订明确表示此注册声明将在根据《1933年证券法》第8(a)条的规定，或在委员会根据该第8(a)条的规定确定的日期，此后生效。

说明\n注

这是对表格S-1注册声明（文件编号\n333-292590）（“注册声明”）的第1次事后修订（本“事后修订”），由Silvia公司（“公司”）于2026年1月6日向美国证券交易委员会（“SEC”）提交，并于2026年1月20日被宣布生效，此次修订是为了在注册声明中包含公司于2026年2月18日向SEC提交的2025财年年度报告（表格10-K）中的信息，包括其中包含的经审计的合并财务报表；公司于2026年3月31日和2026年6月30日季度期间的季度报告（表格10-Q）中的信息，这些报告于2026年5月14日和2026年8月13日提交给SEC，包括其中包含的未经审计的合并财务报表；以及自2026年1月23日的招股说明书日期以来的其他重大发展，并更新注册声明中的某些其他信息。

本事后修订中包含的招股说明书修订并重新表述了公司于2026年1月23日根据规则424(b)(3)向SEC提交的2026年1月23日的招股说明书。本事后修订中包含的招股说明书是一份完整的招股说明书，不依赖于根据《1934年证券交易法》修订的公司报告的引用纳入。

本次补充有效修正案未注册任何额外的证券，并且本次补充有效修正案并非根据《1933年证券法》第462(c)条或第462(d)条提交的。该注册声明注册了34,411,715股普通股，面值为每股0.001美元（“普通股”），其中包括由招股说明书中列明的某些销售证券持有人（每个称为“销售证券持有人”，合称为“销售证券持有人”）出售的最多13,900,000股普通股，由公司发行的可转换票据（“可转换票据”）转换而产生的最多7,659,237股普通股，由销售证券持有人出售，以及公司根据购买普通股的认股权证（“认股权证”）行权而发行的最多12,852,478股普通股。所有注册证券的注册费用在注册声明最初提交时已支付。

本招股说明书中的信息不完整，可能会发生变化。在向证券交易委员会提交的注册声明生效之前，我们和销售证券持有人不得出售这些证券。本招股说明书并非出售这些证券的要约，也不是在任何禁止要约或出售的州内征求购买这些证券的要约。

待完成

2026年10月9日的初步招股说明书。

招股说明书

Silvia公司

13,900,000\n普通股股份

7,659,237\n可转换票据转换产生的普通股股份

12,852,478\n认股权证行权产生的普通股股份

本招股说明书涉及我们34,411,715股普通股，面值为每股0.001美元（“普通股”），其中包括（i）由本招股说明书中列明的某些销售证券持有人（每个称为“销售证券持有人”，合称为“销售证券持有人”）出售的最多13,900,000股普通股，（ii）由某些销售证券持有人出售的最多7,659,237股普通股，这些普通股可由可转换票据（如下所述）转换而得，以及（iii）公司最多发行12,852,478股普通股，这些普通股可由12,852,478份认股权证行权而得，包括12,499,978份公众认股权证（“公众认股权证”）和352,500份私人认股权证（“私人认股权证”，与公众认股权证合称为“认股权证”）。

在2025年12月5日，我们完成了根据2025年6月23日签署的《业务合并协议》（以下简称“业务合并协议”）所规定的交易，该协议与Columbus Circle Capital Corp I（开曼群岛豁免公司，“CCCM”）、Crius SPAC Merger Sub, Inc.（特拉华州公司，为本公司全资子公司，“SPAC合并子公司”）、Crius Merger Sub, LLC（特拉华州有限责任公司，为本公司全资子公司，“公司合并子公司”）、ProCap BTC, LLC（特拉华州有限责任公司，“原ProCap”）以及Inflection Points Inc d/b/a Professional Capital Management（特拉华州公司，以下简称“卖方”）达成。根据《业务合并协议》，(i) SPAC合并子公司与CCCM合并，CCCM作为存续实体继续存在（“SPAC合并”），以及(ii) 公司合并子公司与原ProCap合并，原ProCap作为存续公司继续存在（“公司合并”，与SPAC合并一起，称为“合并”），并与其他根据《业务合并协议》规定的交易一起，称为“业务合并”。由于业务合并，CCCM和原ProCap成为我们的全资子公司，我们成为一家上市公司，所有操作均符合适用法律，并根据《业务合并协议》规定的条款和条件进行。

根据该说明书，出售证券的股东可以出售最多21,559,237股普通股，约占我们已发行和流通股的27%，以及约占我们已发行和流通股中非关联方持有的35%。出售方和/或我们其他现有股东在公开市场上出售大量我们普通股，或市场认为这些出售可能发生，可能会压低我们普通股的市场价格，并可能损害我们通过出售额外股权证券筹集资金的能力。我们无法预测此类出售对我们的普通股现行市场价格可能产生的影响。

本说明书所发行的所有证券的出售可能导致我们证券的公开交易价格大幅下跌。尽管公开交易价格可能下跌，但一些出售证券的股东可能仍会因购买价格的差异而获得正回报率。

我们正在根据一份修订和重述的登记权协议（以下简称“修订和重述的登记权协议”）注册普通股的转售，该协议于2025年12月5日由我们、原ProCap、发起人及原ProCap的普通单位持有者（以下简称“ProCap持有人”）签署，根据该协议，我们承担了CCCM在2025年5月15日签署的登记权协议（经修订）下的义务（以下简称“修订和重述的登记权协议”）。

我们也在按照截至2025年6月23日的认购协议要求，登记普通股股份的转售情况，该协议由我们、Legacy ProCap和CCCM（统称为“可转换票据认购协议”）共同签署，根据该协议，在2025年12月5日（“交割”）业务合并完成后，某些合格投资者（“可转换票据投资者”）购买了由公司发行的可转换票据（“可转换票据”），总本金金额为2.35亿美元，总购买价格等于可转换票据总本金金额的97%（“可转换票据融资”）。2026年2月9日，公司与部分可转换票据的持有人签订了私下协商的票据回购协议（“回购协议”）（“回购”）。根据回购协议，公司同意以总现金购买价格1.19152亿美元回购总本金金额为1.354亿美元的可转换票据。回购后可转换票据的未偿本金余额为9,960万美元。

我们也在按照截至2025年5月15日的认股权证协议要求，登记认股权证所依据的普通股股份的发行情况，该协议由CCCM与位于纽约的有限目的信托公司Continental Stock Transfer & Trust Company（“CST”）作为认股权证代理签署，并根据截至2025年12月5日的认股权证转让、承继和修订协议（“A&R认股权证协议”）由我们、CCCM和CST共同签署。

我们不会从销售方证券持有人根据本招股说明书出售的普通股股份中获得任何收益。我们从认股权证的现金行权中获得收益，但不会从行权后发行的普通股股份出售中获得收益。

我们正在根据我们与销售方证券持有人之间的某些协议中规定的销售方证券持有人的登记权，登记证券的转售。本招股说明书所涵盖证券的登记并不意味着销售方证券持有人将出售或提供任何普通股股份或认股权证。销售方证券持有人可能根据市场行情或协商价格，公开或通过私人交易出售或分发其全部或部分普通股股份或认股权证。销售方证券持有人将承担其普通股股份销售所产生的所有佣金和折扣（如有）。我们在题为“分销计划”的章节中提供了有关销售方证券持有人可能如何出售普通股股份或认股权证的更多信息。

我们根据《1933年证券法》第2(a)条定义的“新兴成长公司”（“证券法”），并受减少的上市公司报告要求的约束。本招股说明书符合适用于新兴成长公司的要求。

我们的普通股在纳斯达克全球市场上市，股票代码为“SVIA”，我们的认股权证在纳斯达克资本市场上市，股票代码为“SVIAW”。2026年10月6日，我们普通股的收盘价为4.18美元，认股权证的收盘价为0.56美元。

我们的业务和我们证券的投资涉及重大风险。这些风险在本招股说明书第7页开始的“风险因素”部分中有描述。

美国证券交易委员会或任何州证券委员会均未批准或否决这些证券，也未对本招股说明书的真实性或充分性进行审查。与此相反的任何陈述均为犯罪行为。

本招股说明书的日期为2026年10月9日。

	页码

关于本招股说明书	ii
关于前瞻性声明的警示说明	iii
招股说明书摘要	1
本次发行	6
风险因素	7
募集资金的使用	70
发行价格的确定	70
股息政策	70
市场信息	70
管理层讨论与分析财务状况和经营成果	71
业务	86
管理层	105
高管和董事薪酬	113
特定关系和关联方交易	120
主要股东	123
销售证券持有人	126
资本股票描述	133
我们证券转售的证券法限制	140
分销计划	141
法律事项	143
专家	143
您可以找到更多信息的地方	143
财务报表索引	F-1

关于本招股说明书

本招股说明书是我们在美国证券交易委员会（SEC）提交的注册声明的一部分，我们使用了“货架”注册流程。通过使用货架注册声明，销售证券持有人可以随时在一次或多次发行中出售最多21,559,237股普通股，具体如本招股说明书所述。我们不会从这些销售证券持有人根据本招股说明书出售的证券中获得任何收益。本招股说明书还涉及我们根据认股权证行权发行的普通股的发行。我们不会从根据本招股说明书出售的认股权证所含普通股中获得任何收益，除非我们因认股权证以现金行权而获得金额。

我们还可能提交一份附录或生效后的补充文件，作为本招股说明书所构成的注册声明的一部分，其中可能包含与这些发行有关的重要信息。附录或生效后的补充文件可能还会添加、更新或更改本招股说明书中与该发行相关的信息。如果本招股说明书中的信息与适用的附录或生效后的补充文件之间存在不一致之处，您应以附录或生效后的补充文件为准。在购买任何证券之前，您应仔细阅读本招股说明书、任何生效后的补充文件以及任何适用的附录，同时阅读标题为“您可以获取更多信息的途径”下的附加信息。

我们或出售证券的持有人均未授权任何人向您提供任何信息或作出任何陈述，除非该信息或陈述包含在本招股说明书、任何生效后的补充文件或由我们或代表我们编制的任何适用的附录中，或我们已向您提及。我们和出售证券的持有人不对其他人向您提供的任何其他信息负责，也无法保证其可靠性。我们和出售证券的持有人不会在任何不允许出售或发行证券的司法管辖区发出出售这些证券的要约。您应假定本招股说明书、任何生效后的补充文件以及本招股说明书的任何适用附录中出现的信息仅在各自封面的日期是准确的。自该日期以来，我们的业务、财务状况、经营成果和前景可能已经发生变化。本招股说明书包含，任何生效后的补充文件或任何附录可能包含基于独立行业出版物和其他公开信息的市场数据、行业统计数据和预测。尽管我们认为这些来源是可靠的，但我们不保证该信息的准确性和完整性，也没有独立验证该信息。此外，可能包含在本招股说明书、任何生效后的补充文件或任何附录中的市场和行业数据及预测可能涉及估计、假设和其他风险和不确定性，并可能根据各种因素发生变化，包括本招股说明书、任何生效后的补充文件和适用的附录中包含的“风险因素”部分所讨论的因素。因此，投资者不应过度依赖此信息。

我们拥有或有权使用在我们业务运营中使用的商标、商号和服务标志。此外，我们的名称、标志和网站名称及地址均为我们的商标或服务标志。为方便起见，在某些情况下，本招股说明书中提到的商标、商号和服务标志可能未标注适用的®、™和SM符号，但我们将在适用法律允许的最大范围内主张对这些商标、商号和服务标志的权利。本招股说明书中出现的其他商标、商号和服务标志均为其各自所有者的财产。

如本招股说明书所述，除非另有说明或上下文另有要求，提及“我们”、“我们”、“我们”、“公司”、“注册人”和“Silvia”均指Silvia, Inc.及其子公司的合并运营。本文中所有提及“董事会”的内容均指公司的董事会。提及“Pubco”是指业务合并完成前的公司，提及“Legacy ProCap”是指业务合并完成前的ProCap BTC, LLC。

关于前瞻性声明的警示说明

本招股说明书包含根据《1933年证券法》（“证券法”）第27A条和《1934年证券交易法》（“交易法”）第21E条定义的“前瞻性声明”。本招股说明书中除历史事实陈述以外的所有陈述，包括有关我们未来运营的财务状况、业务策略以及管理层的计划和目标的陈述，均为前瞻性声明。在本招股说明书中使用“认为”、“估计”、“预期”、“预测”、“展望”、“可能”、“将”、“应”、“寻求”、“计划”、“安排”、“预期”或“意图”等词语，以及这些词语的变体或类似表达（或这些词语或表达的否定形式）旨在识别前瞻性声明。

本招股说明书中包含的前瞻性声明并非对未来表现、状况或结果的保证，而是涉及许多已知和未知的风险、不确定性、假设和其他重要因素，其中许多是公司无法控制的，可能导致实际结果或结果与前瞻性声明中讨论的内容有重大差异。这些前瞻性声明仅反映本招股说明书发布之日的情况，并受诸多风险的影响，包括但不限于以下内容：

	●	我们实现业务合并预期效益的能力；

	●	我们有限的运营历史，这可能使我们难以成功执行战略计划并准确评估未来的风险和挑战；

	●	我们维持公司证券在纳斯达克股票市场有限责任公司（“Nasdaq”）上市的能力；

	●	比特币的价格和波动性；

	●	长期政府停摆的潜在影响；

	●	我们实施比特币储备策略的能力及其对我们业务的影响；

	●	适用法律和法规的变化；

	●	我们管理增长的能力；

	●	我们所处竞争的性质和程度；

	●	资本市场的一般波动性以及我们股票市场的建立；

	●	我们筹集额外资本以维持预期运营并实施业务计划的能力；

	●	公司失去一名或多名高管和其他关键员工；

	●	未能招聘和留住合格员工；

	●	未能遵守联邦、州和地方法律法规；以及

	●	与美国部分恐怖袭击事件对全球经济和社会造成的中断相关的风险，未来袭击的威胁，海外的政治和军事活动，其他破坏性的全球政治和经济事件以及恶劣天气条件。

这些前瞻性声明受到许多风险、不确定性和假设的影响。我们处于一个不断变化的环境中。新的风险因素和不确定性可能会不断出现，管理层无法预测所有风险因素和不确定性。我们不承担更新或公开修订任何前瞻性声明的义务，除非法律要求。

您应完整阅读本招股说明书，并理解我们的实际未来结果可能与我们预期的有显著不同。我们通过这些警示性声明来限制我们所有的前瞻性声明。

iii

招股说明书摘要

本摘要突出了相关内容，并完全受本招股说明书其他部分包含的详细信息和财务报表的限制。本摘要并未包含可能对您做出投资决策重要的全部信息。在决定是否投资我们的普通股或认股权证之前，请仔细阅读本招股说明书的全部内容，特别是第7页开始的“风险因素”部分以及本招股说明书末尾的合并财务报表和相关附注。除非上下文另有要求，否则在本招股说明书中，我们使用“Silvia”、“公司”、“我们”、“我们”和“我们的”这些术语来指代Silvia, Inc.及其全资子公司。

概述

成立于2025年，Silvia是一家美国现代金融公司。我们的使命是帮助独立投资者赚钱。从历史上看，我们的业务包括面向投资者的媒体、教育内容和旨在通过数字平台和其他内容提供方式支持独立投资者的战略投资。此外，我们认为人工智能（“AI”）和自动化的进步有可能改变金融分析、投资研究和投资者决策支持。我们的战略围绕开发可扩展的技术平台、扩大我们的专有数据和分析能力，以及追求能够提升我们产品、服务和长期增长前景的战略机会。通过内部开发计划和战略收购的结合，我们旨在提供技术驱动的解决方案，以改善投资者可获得的金融信息和分析的可及性、效率和质量。

在\n2026年，我们通过推出Silvia Insights（一款由人工智能驱动的研究产品，旨在为投资者提供市场情报和投资研究）以及收购CFO Silvia公司（“CFO Silvia”\n及此次收购称为“CFO Silvia Acquisition”），扩展了我们的AI重点计划。CFO Silvia是一家以消费者为中心的金融科技平台，利用\n人工智能聚合和分析财务信息。在截至2026年6月30日的季度中，我们进一步扩展了业务，通过推出Silvia Innovation Fund I, LP（一家特拉华州有限合伙公司（“Initial Fund”\n以及我们或我们的子公司发起、建议或管理的任何其他私募基金、另类投资工具或共同投资工具，统称为“Funds”），并且在2026年8月13日，一家独立的第三方信托向相关机构提交了五只拟议的交易所交易基金的注册声明，其中我们的一家子公司拟担任投资次顾问。\n我们还采用了比特币储备策略，并计划将比特币作为储备资产持有。我们的业务建立在一种基本信念之上，即比特币代表了一种更优越的长期价值储存手段，并且是传统基于法币的储备资产的可行替代方案，我们认为比特币将在全球个人、公司和政府的储备资产中发挥越来越重要的作用。

业务合并

2025年6月23日，公司Columbus Circle Capital Corp I（一家开曼群岛免税公司（“CCCM”））、Crius SPAC合并子公司，一家特拉华州公司，是公司的全资子公司（“SPAC合并子公司”）、Crius合并子公司，LLC，一家特拉华州有限责任公司，是公司的全资子公司（“公司合并子公司”）、Legacy ProCap和Inflection Points Inc以“Professional Capital Management”名义运营，是一家特拉华州公司（“卖方”），此前签署了日期为2025年6月23日的业务合并协议（并可能随时进一步修订、重述或以其他方式修改，“业务合并协议”，以及与业务合并协议中规定的交易融资（如下文定义）和其他交易一起，称为“业务合并”）。\n2025年7月28日，业务合并协议的各方签署了业务合并协议的第一修正案（“业务合并协议的第一修正案”），该修正案修改了业务合并协议，其中规定，原本应交付给Legacy ProCap普通单位持有人的调整股份的15%将重新分配给不赎回的公众股东。2025年12月5日（“交割”及该日，“交割日”），根据业务合并协议的约定，公司完成了业务合并，根据该合并：（i）SPAC合并子公司与CCCM合并，CCCM作为存续实体继续存在（“SPAC合并”），以及（ii）公司合并子公司与Legacy ProCap合并，Legacy ProCap作为存续公司继续存在（“公司合并”，与SPAC合并一起，称为“合并”）。

根据业务合并协议，并受其中规定的条款和条件的约束，(i) 在交割前至少一个工作日，CCCM 通过延续方式从开曼群岛公司登记处注销，并在特拉华州重新注册，从而成为特拉华州公司（“国内化”），以及 (ii) 在交割时，(x) 在与 SPAC 合并相关的情况下，CCCM 在 SPAC 合并生效时间前发行的每一份普通股自动取消，以换取获得公司普通股（面值为每股 0.001 美元）的权利（“普通股”），以及 CCCM 的每一份认股权证持有人获得一份购买一股普通股的认股权证（每份称为“认股权证”），以及 (y) 在与公司合并相关的情况下，ProCap 持有人以其在 Legacy ProCap 中的权益换取普通股。由于业务合并，CCCM 和 Legacy ProCap 成为了公司的全资子公司，公司成为一家公开交易的公司，所有这些均符合适用法律，并按照业务合并协议中的条款和条件进行。我们普通股和认股权证持有人的权利受我们的修订和重述的公司章程（我们的“章程”）、我们修订和重述的细则（“细则”）以及特拉华州普通公司法（“DGCL”）的约束。参见题为“资本股票描述”的部分。

可转换债券融资

在执行业务合并协议的过程中，2025年6月23日，可转换债券投资者分别与我们、Legacy ProCap和CCCM签订了认购协议（统称为“可转换债券认购协议”），根据该协议，在交割时，可转换债券投资者购买了由公司发行的可转换债券（“可转换债券”），总本金金额为2.35亿美元，总购买价格等于可转换债券总本金金额的97%（“可转换债券融资”以及与某些认购人根据2025年6月23日签署的优先股权认购协议（“优先股权投资”）购买优先单位一起，统称为“交易融资”）。可转换债券融资已获得资金，并以交割为前提条件。可转换债券的转换率为130%，零利率，最长到期时间为36个月，并由现金、现金等价物和某些比特币资产作为抵押。根据与可转换债券融资相关的信托契约（“信托契约”），公司在交割后最多有30天时间达到，并且此后必须始终维持1.0:1.0的贷款与抵押比率，该比率通过比特币（比特币在抵押计算中占50%）、现金和现金等价物（现金和现金等价物在抵押计算中占100%）的组合来实现。尽管根据信托契约条款，公司没有义务在可转换债券的抵押中保持特定比例的比特币，但截至2026年10月6日，公司约47%的比特币总持有量将作为信托契约下的抵押品。美国银行信托公司，国家协会（U.S. Bank Trust Company, National Association）担任可转换债券及相关信托契约和担保安排的抵押代理人和受托人。

近期发展

以下总结了自2026年1月23日招股书发布以来我们业务中的重大发展情况，所有情况均根据我们在2026年10月6日之前向美国证券交易委员会提交的文件报告。

回购可转换债券。2026年2月9日，我们与某些可转换债券持有人私下协商签订了债券回购协议，并以1.192亿美元的现金总购买价格回购了1.354亿美元总本金金额的可转换债券。截至2026年6月30日，仍有9,960万美元总本金金额的可转换债券未偿还，账面价值为9,230万美元。可转换债券的转换率为每1,000美元本金金额兑换76.9股普通股，相当于每股约13.00美元的转换价格。尽管可转换债券在2028年到期，但持有人有权要求我们在2027年6月5日以等于未偿还本金金额100%的价格现金回购全部或部分可转换债券。

收购CFO Silvia公司2026年4月6日，我们根据2026年2月9日签署的《合并协议和计划》完成了对CFO Silvia公司的收购。合并对价包括(i)8,100,000股普通股，由于截至交割日某些未支付的负债，该数量减少至7,516,951股，(ii)900,000股普通股存入托管账户12个月，以担保合并协议下的赔偿义务，以及(iii)最多9,000,000股额外的普通股，如果我们在交割日后5年期间内，每日加权平均交易价格（在适用的确定日前的10天期间内确定）等于或超过每股9.00美元，则作为收益对价发行。交割股份和托管股份的发行和销售未根据《证券法》注册，并且是依据《证券法》第4(a)(2)条进行的。我们签署了涵盖交割股份、托管股份和收益对价股份再销售的登记权协议。这些股份中没有通过本招股说明书进行发售。自交割日起，CFO Silvia的联合创始人Shain Noor被任命为我们首席技术官。

进入资产管理领域。截至2026年6月30日的季度内，我们通过推出初始基金扩展了业务，以包括资产管理。截至2026年6月30日，初始基金及相关实体尚未开展重大业务活动，也未进行重大交易。

拟议的交易所交易基金。2026年8月13日，Tidal Trust IV（一家与我们无关的特拉华州法定信托，“ETF信托”）向证券交易委员会提交了Form N-1A格式的注册声明，涉及五只拟议的主动管理型交易所交易基金（“Silvia ETFs”）。Tidal Investments LLC担任Silvia ETFs的投资顾问（“顾问”），ProCap Investment Advisers, LLC（一家特拉华州有限责任公司，也是公司的全资子公司，“投资经理”）拟担任投资次级顾问（在此角色中，称为“次级顾问”），并提供组合管理服务。截至2026年10月6日，我们尚未获得任何次级顾问费用，我们或我们的子公司也未承诺或拨付任何种子资本，与拟议基金相关的成本并不重大。

特殊目的实体投资。2026年8月26日，我们通过推出Silvia SPV, LP（“SPV基金”）扩展了我们的资产管理业务，该基金由投资经理进行管理。SPV基金已承诺向三家私营公司投资总计1100万美元，初始资金将由公司提供。截至2026年10月6日，我们尚未从这些投资中获得任何管理费用。

公司名称变更。2026年9月17日，公司向特拉华州州务卿提交了公司章程的修正案，将公司名称从ProCap Financial, Inc.变更为Silvia, Inc.，自2026年9月22日起生效。

主要风险因素

我们的业务会受到若干风险的影响，您在做出投资决策前应了解这些风险。这些风险在本招股说明书摘要之后的“风险因素”部分有更详细的说明。这些风险包括以下内容：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

●	出售证券的持有人和/或我们现有证券持有人在公开市场上出售大量我们的证券，可能导致我们普通股的价格下跌。

●	我们的主要资产是比特币。我们比特币持仓的集中性会加剧我们比特币策略中固有的风险。

●	我们进军人工智能驱动的金融产品和服务处于早期阶段，这使我们面临技术、运营和执行风险。

●	比特币是一种高度波动的资产，我们的经营成果和市场价格可能会大幅波动，这可能由于比特币价格的高度波动性和市场运动的不可预测性所致。

●	我们业务所依赖的人工智能模型可能会产生不准确、有偏见或有害的输出，这可能使我们面临声誉损害、监管行动和诉讼的风险。

●	由于我们运营历史有限且比特币持仓集中，评估我们的业务和未来前景将很困难，我们可能无法在任何给定期间实现或保持盈利。

●	我们依赖第三方计算基础设施以及获取大量高质量数据的渠道，快速的技术变革可能会使我们的AI技术过时或失去竞争力。

●	我们处于高度竞争的环境中，与采用类似策略的公司和其他实体竞争，包括拥有大量比特币持仓以及比特币现货交易所交易基金和现货交易所交易产品（“ETPs”）的公司，如果我们无法有效竞争，我们的业务、经营成果和财务状况可能会受到不利影响。

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●	人工智能的监管环境正在迅速演变且不确定，新的法律和法规可能会限制我们的运营、增加我们的成本或使我们面临执法行动。

●	投资比特币使我们面临与比特币作为数字资产的固有性质相关的某些风险，例如价格波动、流动性有限和交易量小、相对匿名性、可能易受市场操纵和滥用的影响、交易所及其他风险，这些风险源于比特币完全电子化、虚拟形式和去中心化网络。我们用于应对这些风险的风险管理方法可能无效。

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●	围绕比特币和其他数字资产存在法律和监管的不确定性，我们的比特币策略可能会使我们面临更严格的监管监督。

●	由于现有认股权证的行权、可转换债券的转换、与我们收购CFO Silvia相关的普通股发行，包括任何或有对价股份，以及我们股权证券的任何未来发行，我们的普通股持有者未来将面临股份稀释。

●	由于成为上市公司，我们将产生重大成本，包括额外的法律、会计、保险和其他费用，以及与上市公司报告要求相关的成本。

●	我们是一家“新兴成长公司”。适用于新兴成长公司的减少版上市公司报告要求可能使我们的普通股对投资者的吸引力降低。

●	我们已与关联方进行了交易，我们预计未来还会继续进行此类交易。此类交易的条款以及可能产生的任何冲突的解决方式可能并不总是符合我们或我们股东的最佳利益。

●	我们的董事和高管活跃于社交媒体，这可能对我们声誉构成风险，引发监管或披露问题，并影响普通股价格。

●	我们股价的波动可能使我们面临证券集体诉讼。 \n
●	我们的债务可能对我们的财务状况产生不利影响，并阻碍我们履行可转换债券项下的义务，还可能对我们业务、财务状况和经营成果产生进一步的重大不利影响。

●	除可转换债券外，我们其他债务的债务文件可能包含限制我们当前和未来借贷成本并减少我们获得资本的渠道的条款。

●	可转换债券将由我们资产的大部分作为担保。因此，如果我们在资不抵债的情况下，这些资产只能在这些资产的价值超过我们的担保债务和其他义务的金额时，用于满足我们普通债权人或我们股权证券持有人的索赔。此外，这些担保权益的存在可能会对我们的财务灵活性产生不利影响。

●	可转换债券的转换率可能不会针对所有可能发生的稀释性事件进行调整。

●	可转换债券的交易和流动性有限，尽管通过美国存管信托公司设施进行注册权利和交易，持有人出售可转换债券的能力可能仍会受到限制。

●	我们比特币持仓的未实现公允价值收益可能导致我们根据《2022年通胀削减法案》成为公司替代最低税的纳税人。

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●	我们已发现财务报告内部控制存在重大缺陷。如果我们无法纠正这一重大缺陷并保持有效的内部控制，我们的财务报告的准确性和及时性可能会受到不利影响，这可能导致我们普通股的市场价格下跌，削弱投资者信心并损害我们的业务。

●	我们可能无法实现收购CFO Silvia所预期的收益，且该业务的整合可能比我们预期的成本更高或耗时更长。

●	我们高度依赖Anthony Pompliano和其他高级管理团队成员，关键人员的流失可能对我们业务、运营、财务状况和股价产生重大不利影响。

●	我们必须满足纳斯达克上市的持续要求，包括其独立董事和审计委员会的要求，未能做到这一点可能导致我们的普通股和认股权证被退市。

●	我们无法保证我们的股票回购计划将全部完成，也无法保证它会提升长期股东价值，而股票回购将减少我们的现金和比特币储备。

公司信息

我们于2025年6月17日根据特拉华州法律成立，目的是完成业务合并。2026年9月17日，公司向特拉华州州务卿提交了公司章程修正案，将公司名称从ProCap Financial, Inc.变更为Silvia, Inc.，自2026年9月22日起生效。我们的主要执行办公室位于纽约州纽约市莱克星顿大道600号2楼，邮编10022，电话号码为(305) 938-0912。我们的网址是https://www.silvia.com/。本网站的内容或可通过本网站访问的内容不构成本招股说明书的一部分。我们仅将本网站地址包含在本招股说明书中作为非活动文本参考。

作为新兴成长型公司的含义

由于我们在上一个财年收入不足12.35亿美元，我们符合2012年《初创企业融资启动法案》（以下简称“JOBS法案”）中定义的“新兴成长型公司”资格。所谓“新兴成长型公司”可以利用原本适用于上市公司的减少报告要求。这些规定包括但不限于：

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●	在本招股说明书中仅提供两年的经审计财务报表和两年的“管理层讨论与分析财务状况和经营成果”;

●	无需遵守2002年《萨班斯-奥克斯利法案》（以下简称“萨班斯-奥克斯利法案”）第404条的审计师鉴证要求；

●	无需遵守由公众公司会计监督委员会可能制定的有关强制轮换审计事务所或在审计报告中增加关于审计和财务报表的额外信息的要求（即审计师讨论与分析）;

●	在我们的定期报告、股东代理声明和注册声明中，关于高管薪酬的披露义务减少；以及

●	免除对高管薪酬进行非约束性股东投票的要求，免除对任何未事先批准的黄金降落伞支付的股东批准要求，并免除披露我们首席执行官的薪酬与我们员工中位数薪酬之间的比率。

我们可以在完成证券首次公开发行后的第五个周年纪念日之后的财年最后一天之前利用这些条款。但是，如果（i）我们的年总收入超过12.35亿美元，（ii）我们在任何三年期间发行了超过10亿美元的不可转换债务，或者（iii）在该五年期结束前我们成为“大型加速申报者”（根据《交易法》第12b-2条定义），我们将不再属于新兴成长公司。我们将在以下时间被视为“大型加速申报者”：（a）在我们最近完成的第二财季最后一个营业日，非关联方持有的普通股权益的全球总市值达到7亿美元或以上；（b）根据《交易法》要求至少12个月提交年度和季度报告；（c）根据《交易法》至少提交了一份年度报告。

我们已选择利用本招股说明书所属注册声明中的某些减少披露义务，并可能在未来的文件中选择利用其他减少的报告要求。因此，我们向股东提供的信息可能与您从其他您持有权益的公开报告公司获得的信息不同。

此外，《就业法案》（JOBS Act）规定，新兴成长公司可以利用新制定或修订的会计准则的延长过渡期。我们已选择利用新制定或修订的会计准则的延长过渡期。由于此选择，我们的财务报表可能与遵守公众公司生效日期的公司不具可比性。

本次发行

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由出售证券持有人提供的普通股股份		最多21,559,237股普通股，其中包括（i）最多13,900,000股普通股，该股是在业务合并中发行的，以及（ii）最多7,659,237股普通股，该股可由可转换债券转换而来。2026年2月9日，我们同意以1.354亿美元的总本金金额回购可转换债券。截至2026年6月30日，仍有9,960万美元的可转换债券未偿还，可转换债券可转换为7,659,237股普通股。

由我们提供的普通股股份		最多12,852,478股普通股，该股可由认股权证行权获得。

本次发行前流通的普通股股份		79,375,625\n 股普通股（截至2026年10月6日）。

本次发行前流通的认股权证		12,852,478\n 份认股权证（截至2026年10月6日）。

每份认股权证的行权价格		$11.50

募集资金的用途		我们不会从销售商证券持有人根据本招股说明书出售的普通股股份中获得任何收益。\n 我们将从以现金形式行权认股权证中获得收益，但不会从行权时可发行的普通股股份出售中获得收益。2026年10月6日，我们普通股的最后报告销售价格为4.18美元，认股权证的每股行权价格为11.50美元。认股权证的行权价格明显高于我们普通股的当前市场价格，因此，认股权证持有人在可预见的未来极不可能行权。与认股权证行权相关的现金收益取决于我们的股价，鉴于我们普通股近期的价格波动以及股票流动性相对不足，无法保证认股权证持有人会行权，因此，我们可能不会因我们未行权的认股权证获得任何现金收益。参见“收益的使用”。

风险因素		您应仔细阅读本招股说明书中第7页开始的“风险因素”及其他信息，以了解在决定投资我们的普通股或认股权证前应仔细考虑的因素。

Nasdaq\n 全球市场中我们普通股的代码		“SVIA”

Nasdaq\n 资本市场中我们认股权证的代码		“SVIAW”

风险因素

在做出投资我们的普通股或认股权证的决定前，请仔细考虑以下描述的风险和不确定性以及本招股说明书中包含的其他信息。如果发生任何这些风险，我们的业务、财务状况、经营成果或前景可能会受到重大不利影响，因此我们普通股和认股权证的市场价格可能会下跌，您可能会损失全部或部分投资。本招股说明书还包含前瞻性声明，这些声明涉及风险和不确定性。参见“关于前瞻性声明的警示说明”。由于某些因素，我们的实际结果可能与这些前瞻性声明中预期的结果有重大不利差异，包括以下所述的因素。

在本节中，除非另有说明或上下文另有要求，对“Silvia”、“我们”、“我们”、“我们”以及其他类似术语的引用指的是公司及其子公司，在业务合并前和/或考虑业务合并后，根据上下文要求。

与发行相关的风险

销售商证券持有人和/或我们现有证券持有人在公开市场上出售大量我们的证券可能导致我们普通股的价格下跌。

根据本招股说明书，销售商证券持有人最多可以出售21,559,237股普通股，约占我们截至2026年9月30日已发行和流通股的27%，以及约占我们已发行和流通股中非关联方持有的35%。

出售方证券持有人和/或我们其他现有证券持有人在公开市场上出售我们普通股的大量股份，或者市场认为这些出售可能发生，可能会压低我们普通股的市场价格，并可能影响我们通过出售额外股权证券来筹集资金的能力。我们无法预测此类出售对我们的普通股现行市场价格可能产生的影响。

行权我们尚未行权的认股权证以及转换我们的可转换债券将稀释我们现有股东的所有权利益，并可能对我们的普通股市场价格产生不利影响。

As\nof October 6, 2026, we had 12,852,478 Warrants outstanding, each entitling the registered holder to purchase one share\nof Common Stock at an exercise price of $11.50 per share, and 7,659,237 shares of Common Stock were issuable upon conversion of\nour outstanding Convertible Notes (after giving effect to our repurchase in February 2026 of approximately $135.4 million aggregate principal\namount of Convertible Notes). To the extent the Warrants are exercised or the Convertible Notes are converted, additional shares of Common\nStock will be issued, which will dilute the ownership interests of our existing stockholders and increase the number of shares eligible\nfor resale in the public market. Sales of a substantial number of such shares, or the perception that such sales may occur, could adversely\naffect the prevailing market price of our Common Stock and make it more difficult for us to sell equity securities in the future at a\ntime and price that we deem appropriate.

Our\nWarrants are exercisable at a price that significantly exceeds recent trading prices of our Common Stock, the Warrants may expire worthless,\nand we may not receive any cash proceeds from the exercise of the Warrants.

Each\nwhole Warrant entitles the registered holder to purchase one share of our Common Stock at an exercise price of $11.50 per share, subject\nto adjustment. The Warrants became exercisable 30 days after the completion of the Business Combination and will expire at 5:00 p.m.,\nNew York City time, on December 5, 2030, or earlier upon redemption or liquidation. The exercise price of the Warrants has significantly\nexceeded recent trading prices of our Common Stock. The closing price of our Common Stock was $4.18 per share as of October\n6, 2026.

There\nis no assurance that the market price of our Common Stock will exceed the exercise price of the Warrants before the Warrants expire.\nIf it does not, holders of the Warrants will have no economic incentive to exercise their Warrants, the Warrants will expire worthless\nand those holders will lose the entire value of their investment in the Warrants. We may receive up to an aggregate of approximately\n$148 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash, and we expect to use any\nnet proceeds we receive from the exercise of the Warrants for general corporate purposes. To the extent that Warrants are exercised on\na cashless basis, the amount of cash we would receive from the exercise of the Warrants will decrease, potentially to zero. Accordingly,\nwe may not receive any cash proceeds from our outstanding Warrants, and we do not expect to rely on the exercise of the Warrants as a\nsource of funding. If we require additional capital, we may be unable to obtain it on acceptable terms or at all. See “Use of Proceeds”\nand “Description of Capital Stock.”

We\nmay not have an effective registration statement or a current prospectus available for the shares of Common Stock issuable upon exercise\nof the Warrants, in which case the Warrants may be exercisable only on a cashless basis or may not be exercisable at all, and may expire\nworthless.

We\nare not obligated to deliver any shares of Common Stock upon the exercise of a Warrant, and we have no obligation to settle a Warrant\nexercise, unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Warrants\nis then effective and a current prospectus relating to those shares is available. We have registered the offering of the shares of Common\nStock issuable upon exercise of the Warrants on a Registration Statement on Form S-1 (File No. 333-292590) that was declared effective\non January 20, 2026, and supplemented as recently as August 19, 2026, and we have filed Post-Effective Amendment to the Registration\nStatement, of which this prospectus forms a part, to include the information contained in the Company’s Annual Report on Form 10-K\nfor the fiscal year ended December 31, 2025, filed with the SEC on February 18, 2026, including the audited consolidated financial statements\ncontained therein, the information contained in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March\n31, 2026 and June 30, 2026, filed with the SEC on May 14, 2026 and August 13, 2026, including the unaudited condensed consolidated financial\nstatements contained therein, and other material developments since the date of the prospectus dated January 23, 2026, and to update\ncertain other information in the Registration Statement. We have agreed to use our commercially reasonable efforts to maintain a current\nprospectus relating to those shares until the expiration of the Public Warrants. We may not be able to do so, and we may be required\nto suspend the use of the prospectus from time to time. In addition, no Warrant will be exercisable, and we will not be obligated to\nissue shares of Common Stock upon exercise of a Warrant, unless the shares of Common Stock issuable upon such exercise have been registered,\nqualified or deemed to be exempt under the securities laws of the state of residence of the registered holder. If these conditions are\nnot satisfied, the holder of a Warrant will not be entitled to exercise that Warrant, and the Warrant may have no value and expire worthless.\nIn no event will we be required to net cash settle any Warrant. Holders of Warrants therefore bear the risk that their Warrants expire\nworthless notwithstanding any increase in the market price of our Common Stock.

The\nresale of a substantial number of shares of our Common Stock by our affiliates, or the perception that these sales could occur, may cause\nthe market price of our Common Stock to decline significantly.

This\nprospectus covers the resale of up to 21,559,237 shares of our Common Stock by the Selling Securityholders, representing approximately\n27% of our outstanding Common Stock, and approximately 35% of our shares held by non-affiliates as of September\n30, 2026. 11,262,500 of these shares are held by our directors, executive officers, and affiliates.

The\nnumber of shares registered for resale is substantial relative to the historical trading volume of our Common Stock. During the three\nmonths ended June 30, 2026, the average daily trading volume of our Common Stock was approximately 1.2 million shares. Accordingly, even\nsales representing a small percentage of the registered shares could exceed ordinary trading volume and result in a significant decline\nin the market price of our Common Stock. Sales may also occur in concentrated periods, including immediately following effectiveness\nof the registration statement, the expiration or waiver of lock-up restrictions, or the release of our financial results, which may amplify\nvolatility. We cannot predict the timing, size, or manner of any sales by the Selling Securityholders, and the Selling Securityholders\nare under no obligation to inform us of their intentions in advance of a sale.

Risks\nRelated to Our Business and AI-Strategy

Our\nexpansion into AI-powered financial products and services is at an early stage and exposes us to technology, operational, and execution\nrisks.

In\n2026, we added strategies relating to the use of AI and automation to support the development and delivery of financial products and\nservices, while maintaining our Bitcoin treasury strategy and de-emphasizing our advertising and media operations. In April 2026, we\nlaunched Silvia Insights, an AI-based research platform intended to deliver research to independent investors, and we completed our acquisition\nof CFO Silvia. CFO Silvia has developed a consumer-facing AI platform that aggregates and organizes financial data to provide users with\nautomated financial education, tracking, and analytical tools, and that connects to financial account integrations, including brokerage\naccounts, retirement accounts, cryptocurrency wallets, real estate valuation services, and alternative investment platforms.

Our\nAI-powered products and strategy are at an early stage of development. CFO Silvia has limited historical operations, and we have not\nyet generated material revenue from AI-powered products or services. The development, launch, and commercialization of these offerings\nwill require significant additional investment in technology, talent, and infrastructure, and we may be unable to develop, commercialize,\nor scale them successfully, which could impair or delay our AI strategy. In addition, although CFO Silvia performs extensive internal\ntesting on its products and features, it has a limited frame of reference by which to evaluate their long-term quality, reliability,\ndurability, and performance characteristics, including exposure to or consequence of external attacks, and latent defects may exist that\nit is unable to detect or remedy before release. Efforts to remedy defects may not be timely, may hamper production, or may not completely\nsatisfy users. If we are unable to manage this expansion successfully, our business, financial condition, and the market price of our\nCommon Stock could be materially and adversely affected.

The\nAI models on which our business depends may produce inaccurate, biased, or harmful outputs, which could expose us to reputational harm,\nregulatory action, and litigation.

Our\nAI-powered products and services rely on large language models, generative AI systems, and other machine learning technologies, including\nthird-party foundation models licensed from external providers, that are probabilistic in nature and may generate outputs that are factually\nincorrect, misleading, offensive, or otherwise harmful. These outputs, sometimes referred to as “hallucinations,” are an\ninherent limitation of current AI architectures, and our mitigation efforts, including human review and oversight processes, may not\nbe sufficient to prevent them. If our AI systems produce inaccurate outputs that users rely on in financial or other consequential contexts,\nit could lead us or our customers to make decisions that could bias certain individuals or classes of individuals, and we could face\nliability exposure, regulatory enforcement actions, loss of user trust, and material damage to our brand and reputation. The probabilistic\nnature of these systems means that similar inputs may produce materially different outputs at different times, making comprehensive quality\nassurance and testing inherently difficult. We may also be unable to fully explain or audit how our AI models produce particular outputs,\nwhich may create challenges in complying with regulatory requirements relating to algorithmic transparency and explainability. Improvements\nto our models may not eliminate these risks, and as our products are deployed in increasingly consequential contexts, the potential severity\nof harm from erroneous outputs increases accordingly.

We\ndepend on third-party computing infrastructure and on access to large quantities of high-quality data, and rapid technological change\ncould render our AI technology obsolete or uncompetitive.

Training\nand operating AI models require access to substantial and specialized computational resources, including high-performance graphics processing\nunits and large-scale data center capacity. The global supply of these resources is constrained, and we depend on a limited number of\nsuppliers for critical hardware components and on cloud infrastructure providers for a significant portion of our computing needs. We\nalso rely on third-party providers of foundation models and large language models to power certain features of our AI products, and we\nhave limited control over the development, pricing, availability, or performance of those models. Any disruption to the supply chain\nfor AI-specialized chips, whether due to geopolitical tensions, export controls, manufacturing constraints, natural disasters, or supplier-specific\nissues, and any disruption to those cloud services or foundation model application programming interfaces (“APIs”),\nadverse change to their pricing or terms, termination or non-renewal of license agreements, or decision by those providers to prioritize\ntheir own competing AI offerings, could impair our ability to develop and operate our AI products or increase our costs. The cost of\ncompute has risen substantially and may continue to increase as competition for scarce resources intensifies.

The\nperformance of our AI models also depends on the quantity, quality, and diversity of the data used by us and our third-party service\nproviders to train them, and on our continued access to financial account data through third-party integrations. We face increasing legal,\nregulatory, and contractual restrictions on the data available for AI training. Copyright holders, content publishers, and data providers\nhave asserted that the use of their content for AI training constitutes infringement, and multiple lawsuits are pending against AI companies\nalleging copyright infringement in connection with AI training data. Litigation regarding the applicability of fair use and similar doctrines\nto AI training data remains unresolved, and website operators and content platforms have implemented technical measures to prevent AI\ncompanies from accessing their content. If we or our third-party model providers are found to have infringed third-party intellectual\nproperty rights in connection with AI training, or if we are unable to obtain sufficient high-quality data, or if legal developments\nrequire us to obtain licenses for data previously used without explicit authorization, our ability to develop competitive AI products\ncould be significantly impaired, and we could face substantial retroactive licensing costs, litigation exposure, or claims for damages\nor injunctive relief.

In\naddition, the AI industry is characterized by rapid and disruptive technological change, evolving industry standards, frequent new product\nintroductions, and short product life cycles. Breakthroughs in AI architectures, training methodologies, or inference optimization could\nfundamentally alter the competitive landscape in ways that are difficult to predict, and competitors or new market entrants may develop\ntechnologies that are superior to, or more cost-effective than, ours, or that render our approach technically obsolete. The transition\nfrom one generation of AI technology to the next may require substantial capital investment with no assurance of adequate returns. If\nwe fail to keep pace with technological advances or misallocate resources toward technologies that do not gain market acceptance, our\nbusiness, financial condition, and results of operations could be materially and adversely affected.

We\nmay not be able to adequately protect our proprietary technology and intellectual property, and we face risks of infringement claims\nfrom third parties.

Our\nsuccess depends in part on our ability to protect our proprietary AI models, training methodologies, datasets, software, and other intellectual\nproperty. We rely on a combination of trade secret, copyright, patent, and trademark law, as well as contractual restrictions, to protect\nthose rights. The legal protections available for AI-related innovations, including the patentability of AI-generated inventions and\nthe copyrightability of AI model outputs, remain uncertain and are evolving. Courts and the U.S. Copyright Office have indicated that\nworks generated solely by AI without human authorship may not be eligible for copyright protection, which could limit our ability to\nprotect certain AI-generated outputs. Our trade secrets, including model weights, training methods, and proprietary techniques, could\nbe independently discovered, reverse-engineered, or misappropriated by competitors or former employees. We also face the risk that third\nparties, including competitors with extensive patent portfolios, will assert intellectual property claims against us. The AI industry\nhas seen a significant increase in patent assertion activity, and we may be required to obtain licenses, modify our technology, or cease\ncertain activities in response to infringement claims, any of which could be costly and disruptive. In addition, if the outputs of our\nAI systems are found to infringe third-party copyrights, trademarks, or other intellectual property rights, we could face claims from\ncontent owners or be required to implement filtering or other measures that could impair our products’ functionality.

The\nregulatory environment for AI is rapidly evolving and uncertain, and new laws and regulations could restrict our operations, increase\nour costs, or expose us to enforcement actions.

Governments\nworldwide are developing and implementing regulatory frameworks for AI, and the pace and scope of regulatory activity has accelerated\nsignificantly. The European Union’s Artificial Intelligence Act (the “AI Act”) - the world’s first comprehensive\nAI law - entered into force on August 1, 2024, with most of its provisions applying from August 2, 2026. The AI Act imposes risk-based\ncompliance obligations on providers and deployers of high-risk AI systems, including obligations relating to data quality, transparency,\nhuman oversight, and record-keeping requirements, and may require modifications to our products, development processes, and operational\npractices. Certain provisions of the AI Act relating to prohibited AI practices and general-purpose AI models have earlier or phased\napplication dates, and our use of third-party foundation models may subject us to additional compliance obligations under the AI Act\neven where we are not the developer of those models. In the United States, a patchwork of federal executive orders, agency guidance,\nand state legislation creates a complex and potentially inconsistent regulatory landscape, and other jurisdictions are pursuing their\nown regulatory approaches. These regimes may impose requirements relating to algorithmic transparency, bias testing and auditing, impact\nassessments, data governance, human oversight, and content labeling that are technically difficult or commercially impractical to satisfy.\nThe cost of compliance across multiple jurisdictions is substantial and growing, and non-compliance could result in significant fines,\noperational restrictions, or reputational harm.

We\nmay also become subject to regulatory action under existing consumer protection, anti-discrimination, privacy, fair lending, or sector-specific\nlaws that are applied to AI technologies in novel or unexpected ways. State attorneys general and the Federal Trade Commission have brought\nenforcement actions against companies for allegedly unfair or deceptive practices in connection with AI products, including claims relating\nto the accuracy of AI outputs and the adequacy of disclosures to consumers. The CFO Silvia platform is designed to provide informational,\neducational, and analytical tools and is not intended to provide personalized investment advice within the meaning of the Investment\nAdvisers Act of 1940, as amended (the “Advisers Act”), or to serve as a registered investment adviser. However, the\nplatform’s conversational AI features, which generate responses tailored to individual users’ financial information and questions,\ncould be characterized by regulators as providing individualized advice or recommendations. If the SEC or a state regulator were to disagree\nwith our characterization, we could become subject to registration, examination, disclosure, and compliance obligations that would be\ncostly, could require changes to the platform’s functionality, and could expose us to enforcement action for having operated without\nproper registration. Our business is also subject to export controls and trade restrictions that may limit our ability to deploy AI products\nand services in certain jurisdictions or to access certain technologies and components, and violations could result in significant civil\nand criminal penalties. The uncertainty surrounding future regulation makes it difficult for us to plan our business and could deter\npotential users from adopting our products.

We\ncollect and process substantial amounts of personal and financial data, and privacy, data protection, and cybersecurity failures could\nexpose us to liability and reputational harm.

We\ncollect, process, store, and use substantial amounts of data, including personal data and sensitive financial information, in connection\nwith the operation of our AI-powered systems and services. The CFO Silvia platform connects to users’ brokerage, retirement, cryptocurrency\nwallet, real estate valuation, and alternative investment accounts, and the aggregation of that information increases the potential consequences\nof any security incident or misuse. Our AI models may also process personal data during training, fine-tuning, or inference, and the\nlawfulness of such processing under applicable data protection laws is subject to ongoing regulatory scrutiny and uncertainty. We are\nsubject to a broad and evolving array of data privacy and protection laws and regulations, including the General Data Protection Regulation\nin the European Union, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, the Gramm-Leach-Bliley Act\nand its implementing regulations, and numerous other federal, state, and international privacy laws. These laws impose complex obligations\nregarding data collection, use, storage, transfer, and deletion, and provide individuals with various rights regarding their personal\ndata, including rights that may be difficult to satisfy in the context of AI model training. Data protection authorities have initiated\ninvestigations into AI companies regarding the lawfulness of processing personal data for model training, and we could face enforcement\nactions, fines, or orders to cease processing that could materially disrupt our operations. The interaction between AI-specific regulations\nand general privacy frameworks remains uncertain and could create compliance gaps or conflicting requirements, and cross-border data\ntransfer restrictions add further complexity to our operations.

In\naddition, bad actors use increasingly sophisticated methods, including the use of AI, to engage in illegal activities involving the theft\nand misuse of personal information, confidential information, and intellectual property, and the use of AI technology can itself give\nrise to security risks to our confidential and proprietary information. A security incident affecting our systems, the CFO Silvia platform,\nor the third-party providers on which we or that platform rely could result in the loss, unauthorized disclosure, or misuse of user data\nand account credentials. Any of these events could damage our reputation, result in the loss of valuable property and information, cause\nus to breach applicable laws and regulations, subject us to litigation and regulatory proceedings, and adversely affect our business,\nfinancial condition, and results of operations.

We\nmay not realize the anticipated benefits of our acquisition of CFO Silvia, Inc., and the integration of that business may be more costly\nor take longer than we expect.

We\nbelieve that significant benefits may be realized from our acquisition of CFO Silvia, Inc., which we completed on April 6, 2026. Realizing\nthose benefits will be a complex process, however, and may disrupt our existing operations if it is not implemented in a timely and efficient\nmanner. The full benefits of the acquisition may not be realized as we expect, may not be achieved within the anticipated time frame,\nor may not be achieved at all, and any failure to achieve those benefits could adversely affect our business, operating results or financial\ncondition and cause the combined business not to perform as expected. Among other matters, we must address the following in order to\nrealize the anticipated benefits of the acquisition:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	combining\n certain of the companies’ financial, reporting and corporate functions;

	●	consolidating\n the companies’ administrative and information technology infrastructure;

	●	expanding\n the finance and accounting infrastructure and personnel of CFO Silvia, Inc., including SEC reporting capabilities and technical accounting,\n tax, internal audit and compliance capabilities;

	●	implementing\n and maintaining the internal control over financial reporting and the disclosure controls and procedures required of a public company;\n and

	●	maintaining\n continued compliance with the Nasdaq Listing Rules, including Nasdaq’s corporate governance requirements.

The\nintegration and operation of CFO Silvia may be difficult and may impose significant demands on our management and our administrative\nand financial resources. Integration risks include implementing consistent operating standards; consolidating systems, procedures and\nvendors; integrating management and personnel; retaining key employees; maintaining employee morale; adapting marketing strategies; and\nestablishing or enhancing financial reporting systems and internal control over financial reporting. As described above, we have identified\na material weakness in our internal control over financial reporting, which may increase the difficulty of integrating the acquired business\ninto our financial reporting processes. We also depend on the continued service of the personnel of the acquired business, including\nShain Noor, our Chief Technology Officer. If we are unable to integrate, operate or improve CFO Silvia effectively, or if we are unable\nto retain its key personnel, our business, results of operations and cash flows could be materially and adversely affected.

Because\nthere was no public market for the capital stock of CFO Silvia, Inc., the value of the shares of Common Stock that we issued in that\nacquisition may be more or less than the fair market value of the capital stock we acquired.

The\noutstanding capital stock of CFO Silvia was privately held and was not traded in any public market, which made it difficult to determine\nits fair market value. Because the percentage of our equity issued to the stockholders of CFO Silvia was determined on the basis of negotiations\nbetween the parties, it is possible that the value of the shares of Common Stock we issued in the acquisition was more or less than the\nfair market value of the capital stock we acquired.

The\naccounting for our acquisition of CFO Silvia is preliminary and remains subject to measurement-period adjustments, and the final accounting\nfor that acquisition may differ from the preliminary amounts we have recorded.

The\nresults of CFO Silvia are included in our consolidated financial statements beginning on the April 6, 2026 acquisition date, and we incurred\napproximately $1.4 million of expenses directly related to the acquisition during the six months ended June 30, 2026. As of June 30,\n2026, we had recorded a preliminary purchase price allocation reflecting total consideration of $23.3 million, identifiable intangible\nassets of $15.3 million and goodwill of $12.7 million. That purchase price allocation is preliminary and remains subject to measurement-period\nadjustments relating to the finalization of certain income tax matters and the valuation of the assets acquired and the liabilities assumed,\nand any such adjustments may be recorded during the measurement period, which will not exceed one year from the acquisition date. Accordingly,\nthe amounts that we ultimately record, including the allocation of the consideration among the assets acquired and the liabilities assumed\nand the amounts of goodwill and other intangible assets, may differ from the preliminary amounts. To the extent that we record goodwill\nor other intangible assets in connection with the acquisition, those assets would be subject to periodic impairment testing, and any\nresulting impairment charge could adversely affect our reported results of operations.

Although\nwe attempt to remedy any issues we observe in our products as effectively and rapidly as possible, such efforts may not be timely, may\nhamper production or may not completely satisfy our customers.

We\nhave performed, and will continue to perform, extensive internal testing on our products and features; however, like the rest of the\nindustry, we currently have a limited frame of reference by which to evaluate certain aspects of our long-term quality, reliability,\ndurability and performance characteristics, including exposure to or consequence of external attacks. While we attempt to identify and\naddress or remedy defects we identify during the pre-production and sale phases, there may be latent defects that we may be unable to\ndetect or control for our products, and thereby address, prior to its sale to customers.

Risks\nRelated to Our Expansion into Asset Management

Our\nexpansion into asset management is a new initiative. The Investment Manager’s registration as an investment adviser with the SEC\nmay be delayed or may not become effective, the Initial Fund may not raise capital, operate or perform as anticipated, and additional\nprivate funds, special purpose vehicles and the proposed Silvia ETFs may not launch or operate as anticipated, which could materially\nand adversely affect our business, financial condition, results of operations and reputation.

Our\nexpansion into the asset management business is a new initiative. The Investment Manager serves as investment adviser to the Initial\nFund, our initial asset-management product. The Investment Manager may also serve as investment adviser to additional private funds and\nto special purpose vehicles, alternative investment vehicles, co-investment vehicles and similar vehicles (“SPVs”)\nthat we or our subsidiaries sponsor, advise or manage (the Initial Fund, together with any such other private funds and SPVs, the “Funds”;\nthe term “Funds” does not include the Silvia ETFs). The Investment Manager is also proposed to serve as investment sub-adviser\nto five proposed actively managed exchange-traded funds described under “Risks Related to Our Expansion into Exchange-Traded Funds”\nbelow (the “Silvia ETFs”). Silvia Innovation Fund I GP, LLC, the general partner of the Initial Fund (the “General\nPartner”), is also our wholly-owned subsidiary and is a legal entity separate from the Investment Manager. We, the Investment\nManager and the General Partner have a limited operating history forming, marketing, managing and administering private funds, SPVs and\nother investment products, and no operating history providing sub-advisory services to registered investment companies.

The\nInvestment Manager currently relies on exemptions from registration as an investment adviser under applicable federal and state law in\nconnection with its private fund advisory activities, including its advisory services to the Initial Fund. An investment adviser or sub-adviser\nto a registered investment company, however, generally must be registered with the SEC under the Advisers Act, and may not rely on those\nexemptions. On September 17, 2026, the Investment Manager filed Parts 1 and 2A of Form ADV with the SEC to register as an investment\nadviser under the Advisers Act, but its registration has not yet become effective, and there can be no assurance that its registration\nwill become effective on the anticipated timeline or at all. The SEC may request additional information or changes to the Investment\nManager’s disclosures, policies, procedures, personnel or operations, or may institute proceedings to determine whether registration\nshould be denied, and the Investment Manager may experience other regulatory, operational or compliance delays in completing the registration\nprocess. Any delay in, or failure to obtain, registration could delay or prevent the Investment Manager from serving as sub-adviser to\nthe Silvia ETFs and the launch of one or more Silvia ETFs, limit the Investment Manager’s ability to expand its advisory activities\nbeyond those permitted by the exemptions on which it currently relies, prevent us from earning anticipated sub-advisory fees, require\nchanges to our proposed products or contractual arrangements or cause us to incur additional costs. Registration with the SEC would not\nconstitute approval or endorsement by the SEC of the Investment Manager, its qualifications or any investment product it advises, and\nwould not ensure that the Initial Fund will raise sufficient capital, operate or perform as anticipated or that any additional private\nfund, SPV or Silvia ETF will launch, raise sufficient capital, achieve its investment objectives or be commercially successful.

Our\nasset management activities are subject to extensive regulation and compliance requirements that could increase our costs, require changes\nto our business and expose us to liability.

Registration\nunder the Advisers Act applies at the adviser level and, once effective, generally will govern the Investment Manager’s advisory\nbusiness as a whole, not only its activities as sub-adviser to the Silvia ETFs. Upon registration, the Investment Manager’s advisory\nactivities with respect to the Initial Fund, any other private funds, any SPVs and the Silvia ETFs will be subject to the Advisers Act\nand to SEC examination authority, and compliance with these requirements with respect to our existing private fund business may require\nchanges to our existing marketing materials, valuation practices, expense allocation practices and Fund documentation. The Investment\nManager’s registration will not relieve the Funds of the need to satisfy the separate exemptions on which they rely, as described\nbelow, or relieve the Silvia ETFs of the separate requirements applicable to registered investment companies. The General Partner is\nnot currently registered as an investment adviser with the SEC and may become registered in the future, in its discretion or if required\nby applicable law, and there can be no assurance that any exemption on which it relies will remain available. Growth in regulatory assets\nunder management, changes in the activities of the Investment Manager or the General Partner, or changes in applicable law could require\nregistration or subject the asset management business to additional regulatory requirements.

As\nan investment adviser, the Investment Manager currently owes fiduciary duties to its advisory clients and is subject to the anti-fraud\nprovisions of the Advisers Act. Upon registration, the Investment Manager will become subject to additional requirements applicable to\nSEC-registered investment advisers and to SEC examination authority. These current and future regulatory requirements, together with\nthose applicable to the General Partner, may expose us, through our ownership of them, to compliance costs, liabilities and reputational\nrisks, including requirements relating to, among other matters:

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	●	Written compliance\n policies and procedures under Rule 206(4)-7 under the Advisers Act, including the designation of a chief compliance officer;
	●	Marketing, advertising\n and presentation of investment performance, including under Rule 206(4)-1 under the Advisers Act;
	●	Books and records and regulatory\n reporting;
	●	Custody and safeguarding\n of assets;
	●	Valuation of investments;\n
	●	Allocation of investments,\n co-investments, fees and expenses;
	●	Transactions involving\n affiliates;
	●	Codes of ethics, personal\n trading and political contributions;
	●	Receipt and use of material\n nonpublic information;
	●	Anti-money-laundering,\n sanctions and investor-identification controls, including requirements that may become applicable under future regulations;
	●	Privacy, cybersecurity\n and protection of confidential investor information;
	●	Pay-to-play restrictions;\n
	●	Employee benefit plan and\n Employee Retirement Income Security Act of 1974, as amended matters; and
	●	Disclosure and management\n of conflicts of interest.

Compliance\nwith these requirements will require significant expenditures, additional personnel and substantial management attention, and the applicable\nregulatory framework may change or be interpreted by regulators differently from us. The launch of additional Funds or other products\nwith different structures, investment strategies or investor bases could further increase the complexity and cost of the compliance program.

We\nintend that investment advisory services will be provided through the Investment Manager. Our consumer platform does not provide personalized\ninvestment advice within the meaning of the Advisers Act and is not intended to serve as a registered investment adviser. However, whether\na person is acting as an investment adviser depends on the relevant facts and circumstances. Changes to the functionality of our consumer\nplatform, the manner in which investment-related information is presented through it, its integration with the Investment Manager or\nthe Funds, or the nature and size of our other activities could cause the SEC or another regulator to conclude that we or one or more\nof our other subsidiaries are acting as an investment adviser or are otherwise subject to investment-adviser or other regulation. Such\na determination could require additional registrations, compliance infrastructure or changes to our consumer platform or other business\nactivities and could expose us to examinations, investigations, enforcement proceedings or other liability.

Failure\nto satisfy applicable exemptions or to comply with the requirements governing our advisory activities could expose us and the Funds to\nliability.

The\nInitial Fund is being offered in a transaction exempt from registration in reliance on Section 4(a)(2) and Regulation D of the Securities\nAct of 1933, as amended, and relies on the exemption from registration provided by Section 3(c)(1) of the Investment Company Act of 1940,\nas amended (the “Investment Company Act”), and other private funds and SPVs may rely on the same or similar exemptions,\nalthough their offering terms, investor eligibility requirements and applicable exclusions may differ. The availability of these exemptions\ndepends on compliance with numerous conditions, including applicable investor-eligibility requirements, which may differ by vehicle and\nexemption, as well as restrictions relating to the manner of offering Fund interests, the number and nature of investors, transfers of\nFund interests and the activities of the Funds and their affiliates. A failure to satisfy the conditions of an applicable exemption could\nrequire an affected Fund to register, restructure or discontinue its activities and could result in investor rescission rights, regulatory\naction, litigation and other liability.

We,\nour subsidiaries, the Investment Manager, the General Partner, and their respective directors, officers and employees could be subject\nto liability for errors of judgment, mistakes of law, breaches of fiduciary duty or other acts or omissions in connection with the management\nof the Funds or the provision of sub-advisory services to the Silvia ETFs. A failure to comply with applicable law, regulation, Fund\ndocuments or the terms of a sub-advisory agreement could result in regulatory examinations or investigations, investor or client claims,\nlitigation, fines, censures, disgorgement, limitations on activities, suspension or revocation of the Investment Manager’s registration\nor other registrations, disqualification from managing assets for certain investors, termination of advisory or sub-advisory relationships\nand reputational harm. Any of these consequences could materially and adversely affect our business and our ability to raise and manage\ninvestor capital.

Actual,\npotential or perceived conflicts of interest could adversely affect the Funds, the Silvia ETFs, their investors, our business and our\nreputation.

Our\nasset management activities will create actual, potential and perceived conflicts among us and our subsidiaries, including the Investment\nManager and the General Partner, our and their respective directors, officers and employees, the Funds, the Silvia ETFs, other investment\nvehicles and accounts, portfolio companies, co-investors, Fund investors, Silvia ETF shareholders and our public stockholders. In particular,\nAnthony Pompliano serves as our Chief Executive Officer and Chairman and is identified in the Initial Fund’s offering materials\nas the Chairman and Chief Executive Officer of the General Partner, the portfolio manager of the Investment Manager, and the Initial\nFund’s key person, and he is expected to serve as a portfolio manager of the Silvia ETFs. Other personnel may likewise have overlapping\npositions, responsibilities or economic interests and may be required to allocate their time and attention among our existing business,\nthe Funds, the Silvia ETFs and other affiliated activities.

Conflicts\nmay arise in connection with, among other matters:

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	●	The allocation\n of investment and co-investment opportunities among the Funds, the Silvia ETFs, other accounts and our corporate treasury activities;\n
	●	The allocation of personnel,\n time and other resources;
	●	The allocation of due-diligence,\n broken-deal, legal, compliance and other expenses;
	●	Transactions among Funds,\n affiliated entities and portfolio companies;
	●	Services provided by us\n or our affiliates to Funds or portfolio companies, and the fees received for those services;
	●	Differences in management\n fees, sub-advisory fees, carried interest and other economic arrangements among the Funds and the Silvia ETFs;
	●	Side letters and preferential\n rights granted to particular investors;
	●	The valuation of investments;\n
	●	The timing and terms of\n investment purchases, sales and distributions;
	●	Continuation vehicles and\n other transactions that extend an investment’s holding period;
	●	Personal investments made\n by our personnel or their affiliates;
	●	The receipt, sharing or\n use of material nonpublic information;
	●	Public commentary by our\n personnel regarding markets, digital assets or issuers in which we, a Fund or a Silvia ETF has or may acquire an interest;
	●	The funding and subsequent\n return of General Partner or Company capital; and
	●	Our responsibilities to\n public stockholders as compared with the fiduciary or contractual duties owed by the Investment Manager or the General Partner to\n the Funds, the Silvia ETFs and their investors.

Different\nfee structures and performance-based compensation arrangements may create an incentive to allocate opportunities to Funds or accounts\nthat generate greater fees or carried interest. Carried interest may also create an incentive to cause a Fund to make investments with\na higher risk of loss, dispose of investments at a particular time or hold investments for longer than would otherwise be the case. Conversely,\ninvestments made with capital provided by us may create incentives that differ from those relating to investments made primarily with\nthird-party capital.

The\nInvestment Manager and the General Partner may establish policies, procedures, information barriers and governance processes designed\nto identify and mitigate conflicts of interest, and we may seek review by independent directors, advisory committees or other bodies\nwhere appropriate. These measures may not identify or adequately address every conflict, and conflicts may not be resolved in favor of\nus, our public stockholders, a particular Fund or Silvia ETF or its investors. The duties of our directors and officers to us and our\nstockholders may differ from, and may conflict with, the fiduciary or contractual duties that the Investment Manager and the General\nPartner owe to the Funds, the Silvia ETFs and their investors. Actual or perceived failures to manage conflicts appropriately could result\nin investor dissatisfaction, loss of investor capital, investor outflows or redemptions, adverse publicity, litigation, regulatory investigations\nor enforcement actions, impair the ability to raise future Funds and damage our reputation. Conflicts relating to the license arrangement\nwith a publisher in which our Chief Executive Officer holds an ownership interest are described under “Risks Related to Our Expansion\ninto Exchange-Traded Funds” below.

Our\nChief Executive Officer’s media activities and overlapping Bitcoin-related exposures could create conflicts of interest and expose\nus to regulatory and reputational risks.

Our\nChief Executive Officer regularly makes public statements about markets, digital assets and individual companies through media channels,\nand we, the Funds or one or more Silvia ETFs may hold, purchase or sell securities of companies that are the subject of those statements.\nAn investment adviser that publicly recommends a security in which it or its clients hold a position, or in which it intends to transact,\nwithout adequate disclosure may violate the anti-fraud provisions of the Advisers Act. Coordinating the timing and content of our Chief\nExecutive Officer’s public commentary with the trading activity of the Silvia ETFs, the Funds and our own treasury operations will\nrequire policies, information barriers and pre-clearance procedures that we have not previously been required to maintain. Any failure\nof those procedures, or any allegation that our Chief Executive Officer’s commentary was used to influence the price of a security\nheld by a Silvia ETF, by a Fund or by us, could result in SEC enforcement action, private litigation, termination of advisory or sub-advisory\nagreements and substantial reputational harm.

In\naddition, we hold Bitcoin as a treasury reserve asset, the Investment Manager advises the Funds, and the Investment Manager expects to\nprovide sub-advisory services to Silvia ETFs that may invest in Bitcoin-related equities, including other Bitcoin treasury companies.\nInvestment Company Act restrictions may prohibit one or more Silvia ETFs, including any Silvia ETF that invests in Bitcoin treasury\ncompanies, from investing in our securities or securities of certain other entities affiliated with us or the Investment Manager, including\nother Bitcoin treasury companies that are affiliated with us. As a result, such securities may be excluded from the applicable\nSilvia ETF’s investment universe even if they otherwise satisfy its investment criteria, causing its portfolio to differ from the\nportfolio that its stated methodology would otherwise produce. Notwithstanding those restrictions, our corporate treasury activities,\nthe Funds and the Silvia ETFs may transact in the same or related issuers, instruments or Bitcoin-related exposures, creating conflicts\nrelating to the allocation of investment opportunities, the timing of transactions and the use and control of material nonpublic information.

The\nsuccess of our asset management business depends on our ability to raise sufficient third-party capital in a highly competitive market\nand to generate competitive investment performance.

Operating\nan asset management platform requires specialized investment, legal, regulatory, compliance, accounting, valuation, tax, investor-relations,\ninformation-technology and administrative expertise and capabilities that we may not currently possess or may be unable to develop, acquire\nor scale effectively, and developing the business may require significant expenditures and management attention before it generates meaningful\nrevenue, diverting resources from our existing operations and increasing our fixed cost base.

Our\nability to generate management fees and performance-based compensation will depend substantially on the ability of the Investment Manager\nand the General Partner to raise capital commitments from third-party investors for the Initial Fund and any successor funds or other\ninvestment products. Fundraising is subject to numerous factors outside our control, including general economic and financial-market\nconditions, interest rates, investor liquidity and asset-allocation decisions, the availability of distributions from investors’\nexisting private-market investments, investment performance and track record, the reputation and continued service of the relevant investment\nprofessionals, regulatory developments and the terms offered by competing investment products. The Initial Fund may not reach its target\nsize, and its pool of eligible investors is limited by the private-offering and Investment Company Act exemptions on which it relies,\nwhich restrict participation to investors that satisfy specified eligibility requirements.

The\nasset management industry is highly competitive. We and the Funds compete with established alternative asset managers, traditional asset\nmanagers, private equity and venture capital firms, financial institutions, family offices, corporate investors and other sponsors, many\nof which have longer operating histories, established investment records, broader distribution networks, greater resources, more developed\ncompliance and operating infrastructure and stronger investor relationships, and some of which offer lower fees, greater liquidity, more\nfavorable investment terms or broader co-investment opportunities.

To\nattract investors, the Investment Manager or the General Partner may reduce or waive management fees, reimburse or bear Fund expenses,\nprovide preferential rights through side letters, offer co-investment opportunities or otherwise agree to terms that reduce the revenues\nor profitability of our asset management business. In addition, management fees from closed-end Funds may decline following the expiration\nof their investment periods or as invested capital is realized. The ability to maintain or grow management-fee revenue may therefore\ndepend on the ability to raise successor Funds or other investment products before fees from existing Funds decline.

A\nfailure to raise sufficient fee-paying capital could reduce management fees, limit the ability to deploy capital and earn carried interest\nor other performance-based compensation, impair the ability to raise future Funds and leave our asset management business with an operating\ncost base that is disproportionate to its size. In addition, if limited partners default on or delay funding their capital commitments,\na Fund’s ability to deploy capital could be impaired, and such Fund may seek to borrow or obtain other financing or we may elect\nor agree to provide the support described below.

The\nstructure of our management fees and performance-based compensation could cause our asset management results to be volatile.

The\nrevenues and other economic returns generated by our asset management business will depend on the amount of fee-paying capital or assets\nunder management, the applicable fee rates, the investment performance of the Funds and the timing and amount of investment realizations.\nFor the Initial Fund, management fees are payable to the Investment Manager and are based on each limited partner’s capital commitment\nduring the Fund’s investment period and on invested capital thereafter, and carried interest is payable to the General Partner.\nThe Company does not receive any management fees or carried interest directly; those economics are earned by the Investment Manager and\nthe General Partner, respectively. Other current or future products may calculate fees on a different basis. Accordingly, increases or\ndecreases in total capital commitments may not result in proportionate changes in management-fee revenue.

Carried\ninterest, incentive fees, and other performance-based compensation generally depend on a Fund achieving specified investment returns\nor distribution thresholds. Because the Initial Fund has a long-term, multi-year investment period, any carried interest is long-dated\nand depends on the timing and amount of investment realizations; such compensation may not be earned for many years, may be concentrated\nin a limited number of periods and may vary materially. Newly formed Funds may generate little or no performance-based compensation while\nthey deploy capital, and there can be no assurance that any Fund will generate returns sufficient for the General Partner to earn carried\ninterest or for us to realize the related economics.

Poor\ninvestment performance could reduce the value of fee-paying assets, delay or eliminate performance-based compensation, cause investors\nto decline to invest in future Funds and result in demands for fee concessions, while personnel, compliance, technology, insurance and\nother operating expenses of the asset management business may continue regardless of investment performance or the amount of capital\nraised.

The\nGeneral Partner may be required to return previously distributed carried interest pursuant to a fund-level clawback provision, the amount\nof which may be affected by investment losses, the timing of realizations, prior distributions, tax payments and the terms of the applicable\nFund documents. Because the General Partner is our wholly-owned subsidiary, any such clawback or other repayment obligation would reduce\namounts otherwise available to us and could adversely affect our liquidity and results of operations. As a result of these factors, the\nrevenues and earnings generated by our asset management business may be volatile, difficult to predict and uneven from period to period.

The\nInitial Fund expects to invest primarily in technology-sector companies and assets, many of which may be private and illiquid. Its areas\nof focus may include artificial intelligence, defense technology, hardware, health technology, software and other technology-related\nsolutions, although the Initial Fund has broad flexibility as to geography, strategy and asset class. A primary focus on private technology\ninvestments may heighten the volatility of the Initial Fund’s performance and increase valuation, exit and fundraising risk, because\nsuch investments are often illiquid, may take years to mature, may be difficult to value or realize and are subject to rapid technological,\ncompetitive and regulatory change. In addition, to the extent a Fund incurs indebtedness or uses bridge financing, such leverage may\nmagnify investment losses and increase the Fund’s liquidity demands.

Capital\nwe use to seed, warehouse, or support our Funds may be illiquid and expose us to losses, reduce our liquidity, and increase the complexity\nand volatility of our financial statements.

The\nGeneral Partner is expected to contribute all or substantially all of the Initial Fund’s initial capital, which may be used to\nmake the Initial Fund’s initial investments and the Initial Fund’s initial expenses. The SPV Fund has committed to\ninvest in three privately-held companies for a total of $11.0 million, which will be initially funded by the Company. As of October\n6, 2026, we had not earned any management fees on those investments. As third-party investors are admitted at subsequent\nclosings, a portion of the General Partner’s funded capital is expected to be returned. To the extent the General Partner or\nanother of our subsidiaries provides such capital, that capital represents our capital and exposes us to the risks described in this\nrisk factor.

We\nmay also determine, or be perceived by investors or counterparties as having an obligation, to provide additional capital or support\nto a Fund beyond the General Partner’s commitment and any pre-closing seed funding, which could include acquiring or warehousing\nadditional investments, bridging investor capital contributions, making loans, or providing guarantees, indemnities or other financial\nsupport. We are under no obligation to provide any such additional support unless we agree to do so, and the nature and extent of any\nsuch support have not been determined.

Capital\nthat we fund, directly or through the General Partner or another subsidiary, in or alongside the Funds may be illiquid and long-term\nin nature and is subject to the valuation risks described below. We may be required to hold such positions for extended periods and could\nlose some or all of the capital we invest. Capital used to fund the General Partner’s commitment or to seed, warehouse or otherwise\nsupport the Funds would not be available for our existing operations, debt service, acquisitions or other corporate purposes, which could\nadversely affect our liquidity and capital resources and may limit our ability to launch additional Funds or pursue other strategic initiatives.

Whether\nwe are required to consolidate the Initial Fund or any other sponsored investment product in our financial statements depends on our\neconomic interests in, decision-making rights over and other relationships with the relevant vehicle. These determinations are complex,\nrequire significant judgment and may change over time. If we were required to consolidate a Fund or another sponsored investment product,\nwe could be required to recognize its assets, liabilities, revenues, expenses and noncontrolling interests, which could increase the\nreported size and complexity of our balance sheet and the volatility of our reported results.

Valuations\nof private and illiquid investments are subjective and may differ materially from the values ultimately realized.

The\nFunds may invest in private companies and other assets for which readily observable market prices are unavailable or unreliable. For\nthe Initial Fund, the General Partner will determine the value of the Fund’s assets at least quarterly, and in connection with\ndistributions, in accordance with the Fund’s valuation policies, and the General Partner’s good-faith determinations of value\nare generally conclusive and binding under the Fund documents. The valuation of these investments requires the application of methodologies,\nestimates, assumptions and judgments concerning matters such as comparable public companies and transactions, projected financial performance,\ndiscount rates, capital structures, market conditions and the probability and timing of future financing, sale or liquidity events.

There\nis no single standard for determining the fair value of a private or illiquid investment, and different market participants may assign\nmaterially different values to the same investment. Information used in a valuation may be incomplete, inaccurate or subsequently revised.\nThe Initial Fund does not intend to commission periodic independent appraisals of its portfolio companies. Even if an administrator,\nappraisal firm or other third party were engaged to assist with the valuation process, doing so would not eliminate the subjective nature\nof that process or assure that a reported value will ultimately be realized.

The\namount ultimately realized upon the sale or other disposition of an investment may differ materially from its previously reported value.\nValuations may affect, in each case to the extent applicable:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Reported Fund\n performance and net asset value;
	●	Management fees and carried\n interest;
	●	Allocations among investors;\n
	●	Capital accounts;
	●	The admission of investors\n at subsequent closings;
	●	In-kind distributions and\n other transactions involving Fund assets;
	●	Our seed and co-investment\n balances; and
	●	Our financial statements\n and results of operations.

Investors,\nauditors or regulators may disagree with the methodologies, assumptions or conclusions used in valuing Fund investments. Valuation errors\nor disputes could require adjustments to Fund financial statements, reimbursement of fees, changes to carried interest, repayment of\npreviously distributed amounts, changes to our financial statements, litigation or regulatory action. Valuation issues could also impair\ninvestor confidence and make it more difficult to raise additional capital.

Our\nasset management business depends on key personnel, including professionals who also support our other businesses, and the loss of key\npersonnel could disrupt the business.

The\nsuccess of our asset management business will depend substantially on the investment judgment, industry knowledge, reputation, relationships\nand continued service of a limited number of senior professionals, including Mr. Pompliano, who is the Initial Fund’s key person.\nInvestors may commit capital to a Fund in significant part because of the identity, experience and perceived capabilities of particular\ninvestment professionals.

The\ndeath of Mr. Pompliano, his removal, resignation or withdrawal from specified positions with the Investment Manager or the General Partner,\nor his inability to perform his advisory duties for a specified period, would constitute a key person event under the Initial Fund’s\ndocuments. Upon a key person event, the Initial Fund’s investment period would be suspended, and if the requisite investors do\nnot approve one or more replacement principals or elect to reinstate the investment period within the applicable cure period, the investment\nperiod would terminate. A suspension or termination of the investment period would reduce the Initial Fund’s ability to deploy\ncapital and could reduce future management fees and performance-based compensation. More generally, the death, disability, departure,\nreduced involvement or reputational impairment of a key professional could disrupt the management of existing Funds, impair investment\nsourcing and decision-making, adversely affect investment performance and make it more difficult to raise additional capital.

Mr.\nPompliano is also expected to be responsible for the Silvia ETFs, the Funds and our corporate treasury activities. Managing registered\ninvestment companies requires daily portfolio management, trading, liquidity classification, valuation and compliance testing, and the\naddition of five registered portfolios will substantially increase the demands on him and our other professionals. The departure, incapacity\nor reduced availability of any of these professionals, or a determination by the investment adviser or board of trustees of the Silvia\nETFs that our resources are insufficient to support the Silvia ETFs, could result in the termination or non-renewal of the sub-advisory\nagreements and could simultaneously disrupt the Funds, our corporate treasury activities and our other business lines.

We\nwill also need to recruit and retain qualified investment, finance, accounting, valuation, legal, compliance, tax, operations, information-technology\nand investor-relations professionals, including professionals qualified to manage registered funds. Competition for experienced asset\nmanagement personnel is significant, and established investment managers may be able to offer more attractive compensation, carried-interest\nparticipation or other opportunities. The loss of key personnel, an inability to recruit or retain qualified professionals, or a failure\nto develop and implement effective succession plans could materially and adversely affect the ability to manage the Funds and the Silvia\nETFs, generate competitive investment returns, maintain investor relationships and grow our asset management business.

Failures\nin our systems, controls or third-party service providers could disrupt our asset management business and expose us to liability.

Operating\nan asset management business involves complex operational and financial processes, including investor onboarding, capital calls, cash\nmanagement, investment and expense allocations, calculation of management fees and carried interest, maintenance of investor capital\naccounts, portfolio valuation, compliance testing, regulatory filings, investor reporting, tax reporting and administration of side-letter\nobligations.

Our\nexisting systems, internal controls, policies and personnel may not be adequate to perform or support these functions accurately, consistently\nand on a timely basis. These risks are heightened by the material weakness in our internal control over financial reporting disclosed\nin “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial\nReporting” in this prospectus, which relates to inadequate segregation of duties and effective risk assessment and insufficient\nwritten policies and procedures for accounting and financial reporting with respect to the requirements and application of both generally\naccepted accounting principles and SEC guidelines. This material weakness exists as of the date of this prospectus and has not been remediated,\nand our expansion into asset management would add further operational and financial-reporting complexity while this weakness persists\nand may complicate the buildout of the financial-reporting and compliance processes required to support the Investment Manager’s\nadvisory business, including the proposed Silvia ETFs. Human error, inadequate segregation of duties, inaccurate or incomplete data,\nsoftware defects, deficient policies, ineffective supervision, unauthorized transactions, cyber incidents or failures in communications\namong us and our service providers could result in:

\n \n \n \n \n

●

Incorrect capital\n calls or distributions;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Errors in the calculation\n of fees or carried interest;
	●	Inaccurate valuations,\n financial statements or investor reports;
	●	Misallocation of investments,\n income, gains, losses or expenses;
	●	Missed regulatory or tax\n filings;
	●	Breaches of Fund documents\n or side letters;
	●	Loss or disclosure of confidential\n information;
	●	Misappropriation or loss\n of assets; or
	●	Violations of applicable\n law.

We\nand the Funds expect to rely on third parties to perform significant functions for the Funds and our asset management business. These\nare expected to include a fund administrator engaged to provide services such as investor onboarding, calculation of management fees\nand carried interest, accounting, recordkeeping and tax reporting, as well as auditors, tax advisers, counsel, custodians, banks, brokers,\ndata hosts and other providers. We may have limited ability to supervise the day-to-day operations, cybersecurity practices, personnel\nor financial condition of these providers.

A\nservice provider’s operational error, system outage, cyber incident, failure to comply with law, misuse or loss of confidential\ninformation, misappropriation of assets, insolvency or termination of services could disrupt our operations, delay investor reporting\nor distributions, cause financial loss and expose us to investor claims or regulatory scrutiny. Alternative providers may not be available\non acceptable terms or within the time required to avoid disruption. Contractual protections, indemnification rights and insurance may\nnot fully protect us or the Funds from resulting losses, and a failure to develop and maintain systems, controls and third-party oversight\ncommensurate with the size and complexity of our asset management business could materially and adversely affect our operations, financial\ncondition and reputation.

Adverse\nevents involving the Funds, the Silvia ETFs or portfolio companies may be attributed to us, and we may incur litigation and indemnification\nliabilities that are not covered by Fund indemnification or insurance.

Because\nthe Funds may use our name, personnel, relationships or other resources, and the proposed Silvia ETFs are expected to use the Silvia\nname, which is central to our consumer platform, adverse events involving a Fund, a Silvia ETF, a portfolio company, an affiliated asset\nmanagement entity or a Silvia ETF’s investment adviser, trust or service providers may be attributed to us even where we are not\nlegally responsible, and resulting negative publicity could spread rapidly and damage our reputation, our consumer platform and our ability\nto raise capital disproportionately to the financial significance of the underlying event.

We,\nour personnel, or affiliated entities may be named in litigation, arbitration, regulatory investigations or other proceedings involving\nthe Funds, Fund investors, portfolio companies, co-investors, service providers or counterparties. Our personnel may also serve as directors,\nmanagers or observers of portfolio companies, which could expose them and us to claims relating to the conduct or financial condition\nof those companies.

The\nFunds may be required to indemnify the Investment Manager, the General Partner and their respective personnel, and we may have separate\nindemnification obligations to our own directors, officers, employees or affiliates. Because the Investment Manager and the General Partner\nare our wholly-owned subsidiaries, liabilities incurred by them could adversely affect our financial condition and results of operations,\nand available Fund indemnification may be unavailable or insufficient. The Funds and their portfolio companies are separate legal entities.\nDefense costs, settlements, judgments, indemnification obligations and the diversion of management attention could be material to us.\nAvailable insurance may be subject to exclusions, deductibles and coverage limits and may not cover all resulting losses.

Risks\nRelated to Our Expansion into Exchange-Traded Funds

Our\nexpansion into the exchange-traded fund (“ETF”) business is a new initiative, the proposed Silvia ETFs\nmay not launch when expected, will depend on third parties that we do not control and may not attract sufficient assets or generate meaningful\nrevenue, and our sub-advisory arrangements may be terminated on short notice without penalty.

On\nAugust 13, 2026, the ETF Trust, filed a post-effective amendment to its registration statement on Form N-1A with the SEC (File No. 333-285633)\nwith respect to the Silvia ETFs. The Silvia ETFs are expected to operate under a white-label structure in which the Adviser serves as\ninvestment adviser to the Silvia ETFs and the ETF Trust engages third-party service providers, including a distributor, administrator,\ncustodian and transfer agent, none of which we control or select. The Investment Manager, in its proposed capacity as investment sub-adviser\nto the Silvia ETFs, is expected to provide portfolio management services to the Silvia ETFs pursuant to sub-advisory agreements with\nthe Adviser and the ETF Trust, subject to the supervision and oversight of the Adviser and the board of trustees of the ETF Trust (the\n“Fund Board”). Failure, disruption, insolvency, regulatory issue or termination involving the Adviser, the ETF Trust,\nor their service providers could disrupt or delay the operations of the Silvia ETFs and adversely affect our ETF business.

The\nregistration statement remains subject to SEC review and comment and may be amended, delayed or withdrawn. No Silvia ETF may commence\noperations until the registration statement with respect to that series has become effective, the shares of that series have been approved\nfor listing on a national securities exchange, the Investment Manager’s registration as an investment adviser has become effective\nand the applicable distribution and operational arrangements are in place. The SEC staff may require changes to the names, investment\nstrategies, disclosure or other features of the proposed Silvia ETFs, including under Rule 35d-1 under the Investment Company Act (the\n“Names Rule”) to the extent applicable to the final fund names and strategies, and there can be no assurance that\nany Silvia ETF will launch on the anticipated timeline or at all.

Each\nSilvia ETF must qualify to rely on Rule 6c-11 under the Investment Company Act and satisfy the initial and continued listing requirements\nof its primary listing exchange. Rule 6c-11 requires, among other things, daily portfolio transparency and written policies and procedures\ngoverning the construction and acceptance of baskets. A failure to satisfy Rule 6c-11 or applicable exchange requirements, an inability\nto provide required portfolio information, or an inability to operate an effective creation and redemption process could delay the launch\nof a Silvia ETF, result in a trading halt or delisting, increase premiums and discounts to net asset value, or require changes to the\nfund’s investment strategy.

Even\nif the proposed Silvia ETFs launch, they may fail to attract sufficient assets under management (“AUM”) to be economically\nviable. The ETF industry is intensely competitive and is dominated by asset managers with substantially greater scale, distribution networks,\nbrand recognition and financial resources, and is characterized by ongoing fee compression. ETFs that do not achieve sufficient scale\nmay be closed, liquidated, or deregistered, and the Fund Board may close or liquidate any Silvia ETF at any time, in accordance with\napplicable law and the fund’s governing documents. Launch costs, marketing expenses and any expense obligations we agree to bear\nmay exceed the sub-advisory fee revenue generated by the Silvia ETFs for an extended period or indefinitely.

Under\nthe Investment Company Act, each sub-advisory agreement must be approved by the Fund Board, including a majority of the trustees who\nare not interested persons of the ETF Trust, must be approved at least annually after an initial term of up to two years, terminates\nautomatically upon assignment and may be terminated without penalty by the Fund Board or by a vote of a majority of the applicable fund’s\noutstanding voting securities on not more than 60 days’ written notice. The ETF Trust and the Adviser have received exemptive relief\npermitting the Adviser, subject to approval by the Fund Board and other conditions, to hire, replace or terminate unaffiliated sub-advisers\nand materially amend unaffiliated sub-advisory agreements without obtaining the applicable Silvia ETF shareholder approval. Silvia ETF\nshareholders will be required to receive notice of a change in sub-adviser. Accordingly, the Adviser and the Fund Board may replace the\nInvestment Manager as sub-adviser without the applicable Silvia ETF shareholder vote, and the loss or non-renewal of the sub-advisory\nrelationship could eliminate anticipated fee revenue.

The\nFund Board owes fiduciary duties to the Silvia ETFs and their shareholders, and not to the Company or our stockholders. The Fund Board\nor the Adviser could decline to renew, terminate or replace the Investment Manager as sub-adviser, or seek different fee or service arrangements,\nin each case without our consent or regard to the interests of the Company or its stockholders. The loss, termination or non-renewal\nof a sub-advisory relationship, or a deterioration in our relationship with the Adviser, could prevent us from earning, or materially\nreduce, anticipated sub-advisory fee revenue.

Certain\nproposed Silvia ETFs reference third-party individuals, companies and publications that have not sponsored or endorsed the funds, and\none proposed Silvia ETF depends on a license from a publisher in which our Chief Executive Officer holds an ownership interest, which\nexposes us to intellectual property, right-of-publicity, conflict-of-interest and regulatory risks, including potential forced renaming.

Certain\nof the proposed Silvia ETFs are expected to be named for, or to employ investment strategies based on public statements by or public\ninformation about, third parties, including prominent business executives, the companies they lead, and investment ideas published by\nOpening Bell Daily, LLC’s (the “Opening Bell”) Best Ideas Club. Except for the license from the Opening Bell\ndescribed below, none of the referenced individuals or entities sponsors, endorses, manages or participates in the Silvia ETFs. A license\nto use content or other intellectual property does not mean that the licensor sponsors or endorses a fund.

These\nindividuals or entities, or persons acting on their behalf, could assert claims based on rights of publicity, trademark, unfair competition,\nfalse endorsement or similar theories, object publicly to the funds, or take actions, including changes in their public activities, roles\nor communications, that impair the relevant fund’s strategy or viability. Defending such claims could be costly regardless of merit,\nand an adverse outcome, SEC staff comment or third-party objection could require the renaming, restructuring or abandonment of one or\nmore proposed Silvia ETFs.

In\naddition, strategies that rely on third-party publications or public statements depend on the continued availability, timeliness, continuity\nand quality of that source material, none of which we control. A cessation, reduction, delay or change in the relevant content, the termination\nor narrowing of any applicable license, or a dispute regarding permitted use of transcripts, datasets or other materials could force\nchanges to, or the closure of, the affected fund.

Our\nChief Executive Officer and Chairman is a co-founder of, and holds an ownership interest in, the Opening Bell, a financial media publisher,\nthrough Inflection Points, Inc. On August 12, 2026, the Investment Manager entered into a license agreement with the Opening Bell pursuant\nto which the Investment Manager licenses the research service on which the investment universe of the Silvia Best Ideas ETF is based.\nAs the sole consideration for the license, the Investment Manager will pay the Opening Bell a royalty calculated as a percentage of the\naverage daily net assets of the Silvia Best Ideas ETF (the “Royalty”). The Royalty accrues only with respect to periods\nduring which the license agreement is in effect and the Silvia Best Ideas ETF is operational. The license was reviewed and approved by\nthe Audit Committee in accordance with our related person transaction policy. Our Chief Executive Officer and Chairman does not receive\nany economic benefit from the license other than indirectly through his ownership interest in Opening Bell.

This\narrangement creates actual and potential conflicts of interest, including with respect to the editorial independence of the underlying\npublication and the possibility that our Chief Executive Officer’s media activities could be attributed to, or perceived as promoting,\nthe proposed Silvia ETFs. In addition, the license arrangement and the operation and marketing of the Silvia Best Ideas ETF may increase\nthe visibility of, and lead to an increase in paid subscriptions to, the Opening Bell’s publications, which could provide indirect\nbenefits to our Chief Executive Officer through his ownership interests that are not reflected in the Royalty.

Revenues\nfrom our ETF business will depend on AUM and fee rates, will fluctuate with market prices, including the price of Bitcoin, and may increase\nthe correlation of our results to digital asset markets.

Any\nsub-advisory fees we earn are expected to be calculated as a percentage of the average daily net assets of each Silvia ETF’s AUM\nand paid out of the Adviser’s unitary management fee. The Company would not receive sub-advisory fees directly; those economics\nwould be earned by the Investment Manager, our wholly-owned subsidiary, and would be reflected in our consolidated results. AUM, and\ntherefore our fee revenue, will fluctuate with market prices, investment performance and creations and redemptions of fund shares, and\ncould decline rapidly during market downturns.

Several\nof the proposed Silvia ETFs are expected to have substantial exposure to Bitcoin-related equities or other volatile assets. Because we\nalso hold Bitcoin directly as a treasury reserve asset, a decline in the price of Bitcoin could simultaneously reduce the fair value\nof our digital asset holdings, the AUM and related fee revenue of the Silvia ETFs and demand for our other products, compounding the\neffect of digital asset market volatility on our results of operations. Poor investment performance by any Silvia ETF could also cause\noutflows and impair our ability to launch future products. A registered fund is generally required to have a net worth of at least $100,000\nbefore it may make a public offering of its shares, and each Silvia ETF will therefore require seed capital. We anticipate that third\nparties will provide seed capital for each Silvia ETF, however, we or our affiliates may provide seed capital to the Silvia ETFs. Any\nseed capital we provide will be exposed to the relevant fund’s investment performance, may be illiquid, will not be available for\nour existing operations or other corporate purposes, and could require us to consolidate the fund in our financial statements for so\nlong as our ownership remains controlling.

The\nproposed Silvia ETFs are expected to employ novel and complex investment strategies, which increase operational, valuation, liquidity\nand compliance risks for which the Investment Manager may be responsible.

The\nproposed Silvia ETFs are expected to employ novel, actively managed strategies, each of which presents the strategy-specific risks described\nbelow. These strategies collectively present heightened risks relating to the valuation of illiquid or hard-to-value assets, compliance\nwith the Investment Company Act limits on illiquid investments and each fund’s liquidity risk management program, derivatives risk\nmanagement and counterparty exposure, methodology design and execution errors, and market-price deviations from net asset value and impaired\narbitrage in fund shares. In addition, each proposed Silvia ETF is expected to be non-diversified, which means that the underperformance\nof a small number of positions could disproportionately reduce a fund’s AUM and our related fee revenue. The nature and allocation\nof valuation, liquidity, derivatives and compliance responsibilities will depend on the final governing agreements and applicable fund\npolicies.

The\nInvestment Manager is not expected to take physical possession of the assets of any Silvia ETF, which are expected to be held by the\nETF Trust’s custodian. The Investment Manager also expects to perform delegated responsibilities supporting the Silvia ETFs’\ncompliance with applicable Investment Company Act requirements, including Rule 6c-11 (ETF operations and portfolio transparency), Rule\n22e-4 (liquidity risk management), Rule 18f-4 (derivatives), Rule 2a-5 (fair valuation) and the Names Rule, in each case as and to the\nextent those responsibilities are allocated to it under the sub-advisory agreements.

Operational,\ntrading or valuation errors or compliance failures by the Investment Manager could result in reimbursement obligations, regulatory sanctions,\nlitigation, termination of the sub-advisory agreements and reputational harm, and we may incur liabilities that are not covered by indemnification\nor insurance. The Investment Manager will owe fiduciary duties to the Silvia ETFs under the Advisers Act, and the compensation it receives\nfor its sub-advisory services would be subject to Section 36(b) of the Investment Company Act, which imposes a fiduciary duty with respect\nto the receipt of compensation and may be enforced through private litigation.

The\nproposed Silvia Anti-Money Printer ETF’s multi-theme strategy exposes the fund, and our related fee revenue, to risks specific\nto each of its investment categories.

The\nproposed Silvia Anti-Money Printer ETF is expected to allocate its assets among four investment sleeves: productive land, Bitcoin (through\nBitcoin miners and Bitcoin exchange-traded products) and gold (through gold miners and gold exchange-traded products). Each sleeve presents\ndistinct risks, and the fund’s allocations among sleeves may vary over time. The fund is expected to obtain exposure to these sleeves\nthrough securities and other instruments permitted for a registered investment company rather than through direct ownership of the underlying\nassets. Land-related issuers, including REITs and royalty companies, are sensitive to interest rates, commodity and land prices and real\nestate market conditions, and any investment in publicly traded partnerships would present additional tax and liquidity considerations.\nIssuers and instruments providing Bitcoin-related exposure are subject to the digital asset market risks described elsewhere in this\nprospectus, and gold-related issuers and instruments are sensitive to gold prices, production costs and operational and geopolitical\ndevelopments.

The\nproposed Silvia Best Ideas ETF’s investment universe is defined by a single third-party research publication, and the fund invests\nin ideas only after they have been publicly disseminated.

The\nproposed Silvia Best Ideas ETF is expected to select investments from single-stock ideas published in the Best Ideas Club, a subscription\nresearch service of the Opening Bell, pursuant to the license arrangement with the Opening Bell described above. The fund’s investment\nuniverse would therefore depend on the volume, quality and continuity of ideas published by a single publication that we do not control.\nIf the Best Ideas Club publishes fewer ideas, changes its format or editorial approach, or ceases publication, or if the applicable license\nis terminated or narrowed, the fund may be unable to implement its strategy and may be required to change its strategy or close.

In\naddition, because investment ideas are published to the Best Ideas Club’s subscribers before the fund is able to trade, market\nprices may already reflect the published idea by the time the fund establishes a position, and other market participants may trade ahead\nof, alongside or against the fund. The investors whose ideas are featured owe no duty to the fund, may hold economic interests or hedges\nthat differ from their published views, and may exit or reverse a position without timely public disclosure. The fund’s general\n12-month target holding period may also cause it to continue to hold positions after the originating thesis is no longer current. Underperformance\nattributable to these features could cause outflows or the closure of the fund and, because of our Chief Executive Officer’s ownership\ninterest in the Opening Bell, could attract disproportionate scrutiny of the related license arrangement and of our management of the\nassociated conflicts of interest.

The\nproposed Silvia Bitcoin Treasury mNAV Discount ETF’s methodology may not identify undervalued issuers, and its investable universe\nis limited, concentrated and composed of smaller, less liquid issuers.

The\nproposed Silvia Bitcoin Treasury mNAV Discount ETF is expected to invest in Bitcoin treasury companies whose fully diluted market capitalization\nis below the value of their Bitcoin holdings, based on a market-to-net-asset-value methodology. A discount of this kind describes a mathematical\nrelationship and does not mean that an issuer’s securities are undervalued or that they will appreciate. Discounts may persist\nor widen for extended periods, including because of an issuer’s leverage, capital structure, governance, operating losses or limited\nliquidity, and issuers trading at a discount may continue to underperform notwithstanding the methodology’s screening criteria.

The\nfund’s eligibility thresholds are expected to permit investment in small- and micro-capitalization issuers with limited trading\nvolume, which present heightened volatility, liquidity and transaction cost risks, and the universe of eligible Bitcoin treasury companies\nis limited and may contract as a result of acquisitions, delistings, changes in issuer treasury strategies or a broader loss of investor\ninterest in the Bitcoin treasury company model. The fund’s mandatory removal triggers may require sales at disadvantageous times\nor prices, and the fund is expected to have a high portfolio turnover rate, which increases transaction costs. In addition, because we\nhave adopted a Bitcoin treasury strategy and hold Bitcoin as a treasury reserve asset, underperformance of the fund or adverse developments\naffecting Bitcoin treasury companies generally could be perceived as reflecting on the viability of our own Bitcoin treasury strategy,\ncompounding the reputational and financial effects on the Company beyond the loss of fee revenue.

The\nproposed Silvia Elon ETF concentrates its exposure in companies associated with a single individual and may hold private investments\nand derivatives that present valuation, liquidity and counterparty risks.

The\nproposed Silvia Elon ETF is expected to concentrate its exposure in companies founded, managed or controlled by a single individual,\nElon Musk, the Chief Executive Officer of Space Exploration Technologies Corp. The values of these companies may be highly correlated,\nand developments involving Mr. Musk, including death, incapacity, litigation, regulatory action, reputational events or changes in his\nroles, holdings or public activities, could cause simultaneous declines across the fund’s portfolio. In addition, a change in Mr.\nMusk’s relationship with an issuer could cause the issuer to cease to satisfy the fund’s qualification criteria, requiring\nthe fund to dispose of, or terminate derivatives referencing, the position at disadvantageous times or prices. The fund also may obtain\nexposure through total return swaps and other derivatives, which present counterparty credit risk and may require the fund to hold significant\ncash and cash equivalents as collateral, which may create a drag on performance.

Because\na Silvia ETF may hold privately held companies and related instruments in an amount approaching the 15% limit on illiquid investments\nimposed by Rule 22e-4 under the Investment Company Act, changes in the value of the fund’s liquid holdings, redemption activity\nor a reclassification of an investment’s liquidity could cause the fund to exceed that limit without any purchase by the Investment\nManager. Exceeding the limit would require reporting to the Fund Board and to the SEC and could require the fund to dispose of investments\nat disadvantageous prices, and repeated or prolonged breaches could result in regulatory action against, or termination of, the Investment\nManager as sub-adviser. In addition, investments in privately held companies and special purpose vehicles may also be subject to contractual\nrestrictions on transfer or disclosure, may not be eligible to be transferred in-kind in connection with creations or redemptions, and\nmay require the relevant ETF to use cash transactions. These features could increase transaction costs, taxable gains, valuation uncertainty\nand dilution and could impair the arbitrage mechanism for the ETF’s shares. Investments through special purpose vehicles may also\nexpose the ETF to additional fees and expenses and may provide the ETF with fewer voting, information, governance or other rights than\nit would have if it held the underlying investment directly.

Privately\nheld investments are also hard to value, and the Investment Manager’s valuation-related responsibilities with respect to these\ninvestments present a heightened risk of valuation errors, which could result in reimbursement obligations, regulatory action or litigation\nfor which we may be responsible.

The\nproposed Silvia Jensen Interview ETF’s investment process depends on the continued availability, and the Investment Manager’s\ninterpretation, of public statements by a single executive.

The\nproposed Silvia Jensen Interview ETF is expected to select investments based on the Investment Manager’s analysis of a corpus\nof broadly disseminated public statements by a single executive, Jensen Huang, the Chief Executive Officer of NVIDIA, during rolling\nmonthly periods. The strategy depends on the continued volume, frequency and substance of Mr. Huang’s public commentary, none of\nwhich we control. If Mr. Huang reduces or ceases public commentary, changes roles, or becomes subject to restrictions on his public statements,\nthe corpus may contain few or no qualifying statements, the fund’s portfolio may become less representative of its stated strategy,\nand the fund may be required to change its strategy or close.

The\nInvestment Manager will exercise judgment in determining whether a public statement reflects an investment view relevant to the fund\nand whether, when and to what extent to implement that view. The Investment Manager is not required to purchase or sell a security solely\nbecause Mr. Huang has made a statement concerning the security, its issuer or a related investment. Public statements may be ambiguous,\nincomplete, hypothetical, humorous, subsequently edited, deleted, clarified or withdrawn, and the Investment Manager may interpret a\nstatement differently from other market participants. Errors or delays in identifying, transcribing, attributing or interpreting public\nstatements, including because of third-party data, social-media or technology failures, could cause the fund to make investment decisions\nthat differ from those that would have been made if complete and accurate information had been available.

In\naddition, the fund is expected to concentrate in semiconductor, artificial intelligence infrastructure and related sectors, the values\nof which may be highly correlated with one another and with developments affecting a small number of large technology companies. A downturn\nin these sectors, or execution errors in the corpus methodology, could reduce the fund’s AUM and our related fee revenue and expose\nthe Investment Manager to claims relating to the design or implementation of the fund’s investment process.

This\nprospectus is not an offer to sell or the solicitation of an offer to buy shares of any Silvia ETF, and shall not constitute an offer,\nsolicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offering of shares of a Silvia\nETF will be made only by means of a prospectus of that fund. We are not the issuer of, and do not offer, shares of any Silvia ETF.

Risks\nRelated to Our Business and Bitcoin Treasury Strategy

Our\nprincipal asset is Bitcoin. The concentration of our Bitcoin holdings enhances the risks inherent in our Bitcoin strategy.

Our\nBitcoin strategy exposes us to various risks, including the following:

Bitcoin\nis a highly volatile asset. Bitcoin is a highly volatile asset that has traded below $60,000 per Bitcoin and above $125,000 per Bitcoin\non the Coinbase exchange (a major U.S.-based crypto exchange) in the 12 months preceding the date of this prospectus. The trading price\nof Bitcoin significantly decreased during prior periods, and such declines may occur again in the future. For example, the price of Bitcoin\ndeclined by approximately 77%, from a high of about $69,000 in November 2021 to approximately $16,000 in November 2022, before increasing\nby more than 300% to over $65,000 in March 2024. As of October 6, 2026, the price of Bitcoin was approximately $85,540. The fair\nvalue of our Bitcoin holdings was $441.8 million as of December 31, 2025 and $313.4 million as of June 30, 2026, and we recognized an\nunrealized loss of $49.4 million from the remeasurement of our Bitcoin holdings for the three months ended June 30, 2026 and $154.8 million\nfor the six months ended June 30, 2026. These price swings illustrate the substantial fluctuations Bitcoin may experience over short\nand long time periods, and future performance may differ materially from past results.

Bitcoin\nis a relatively new asset class with a limited history. Bitcoin is a digital asset that was introduced in 2009 and remains in the\nearly stages of adoption compared to traditional currencies and assets. It lacks a long track record of performance and is subject to\nrapidly evolving regulatory, technological, and economic conditions. Unlike fiat currencies such as the U.S. Dollar or Euro, Bitcoin\nis not formally recognized legal tender in most jurisdictions and is not supported by any sovereign authority or central bank. This lack\nof governmental backing could diminish confidence in Bitcoin’s long-term viability and increase volatility and speculative risk.

Bitcoin\nis reliant on relatively new computer technology. Bitcoin operates through a decentralized, peer-to-peer network of computers using\nopen-source software to verify and record transactions on a public ledger known as the Bitcoin blockchain. The absence of a central governing\nauthority means that Bitcoin is reliant on the continued operation and integrity of this decentralized network. Bitcoin may be subject\nto changes in the underlying Bitcoin protocol, including “hard forks,” which result in divergent versions of the blockchain\nand potentially new digital assets. There is no assurance that we will be able to claim, access, or benefit from such forks or other\ndevelopments, and there may be legal, technical, or operational uncertainties associated with them.

Bitcoin\ndoes not pay interest or dividends. Bitcoin does not pay interest or other returns, and we can only generate cash from our Bitcoin\nholdings if we sell our Bitcoin or implement strategies to create income streams or otherwise generate cash by using our Bitcoin holdings.\nEven if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our Bitcoin holdings,\nand any such strategies may subject us to additional risks.

Our\nBitcoin holdings may significantly impact our financial results and the market price of our listed securities. Our Bitcoin holdings\nmay significantly affect our financial results and if we increase our overall holdings of Bitcoin in the future, may have an even greater\nimpact on our financial results and the market price of our listed securities. As of June 30, 2026, we held approximately 5,355 Bitcoin\nwith a fair value of $313.4 million, and we reported net losses of $65.0 million and $172.8 million for the three and six months ended\nJune 30, 2026, respectively, driven in significant part by unrealized losses from the remeasurement of our Bitcoin holdings of $49.4\nmillion and $154.8 million, respectively.

Our\nassets are concentrated in Bitcoin. The vast majority of our assets are concentrated in our Bitcoin holdings. The concentration of\nour assets in Bitcoin may limit our ability to mitigate risk that could otherwise be achieved by holding a more diversified portfolio\nof treasury assets.

We\nhave historically depended on equity and debt financings and on available working capital to purchase Bitcoin. We do not maintain\nany committed external sources of liquidity, including credit facilities or other financing arrangements, and our liquidity is derived\nprimarily from cash on hand and Bitcoin holdings. Our most recent acquisition of Bitcoin, in February 2026, was funded from our working\ncapital. During the six months ended June 30, 2026 we also used working capital and proceeds from the sale of Bitcoin to repurchase Convertible\nNotes and shares of Common Stock. If we are unable to obtain equity or debt financing on favorable terms or at all, or if our available\ncash and cash equivalents decline, we may not be able to successfully execute on our Bitcoin strategy.

We\nrely on a limited number of exchanges and dealers to purchase and sell Bitcoin. Bitcoin markets rely on a limited number of exchanges\nand dealers for liquidity. If these counterparties suspend withdrawals, become insolvent, or experience technical outages, we may not\nbe able to sell Bitcoin when needed, regardless of market prices.

We\nhave acquired Bitcoin by writing put option contracts, which can require us to purchase Bitcoin at prices above prevailing market prices.\nWe have sold Bitcoin put option contracts as part of our Bitcoin treasury and income-generating strategy. When a contract we have\nsold is exercised, we are obligated to purchase the underlying Bitcoin at the contractual strike price, which may exceed the market price\nof Bitcoin at that time. During February 2026, put option contracts covering an aggregate of 450 Bitcoin were exercised and we purchased\nthe underlying Bitcoin at the applicable strike prices. During February and March 2026, we unwound two put option contracts covering\nan aggregate of 450 Bitcoin prior to expiration, and we recognized a realized loss on put option liabilities of $0.9 million for the\nsix months ended June 30, 2026. As of June 30, 2026, we had no outstanding Bitcoin put option contracts. If we sell put option contracts\nin the future, we may be required to deploy capital to acquire Bitcoin at prices above prevailing market prices, to post additional collateral,\nor to incur losses on unwinding those contracts, any of which could adversely affect our liquidity, our financial results and the market\nprice of our listed securities.

Our\nBitcoin strategy has not been tested over an extended period of time or under different market conditions. We are continually examining\nthe risks and rewards of our strategy to acquire and hold Bitcoin. This strategy has not been tested over an extended period of time\nor under different market conditions. For example, although we believe Bitcoin, due to its fixed supply, has the potential to serve as\na hedge against inflation in the long term, the short-term price of Bitcoin has declined in recent periods during which the inflation\nrate increased. If Bitcoin prices were to decrease or our Bitcoin strategy otherwise proves unsuccessful, our financial condition, results\nof operations, and the market price of our listed securities would be materially adversely impacted.

We\nare subject to counterparty risks, including in particular risks relating to our custodians. If one of the custodians or exchanges\nwe use to store or transfer our Bitcoin experiences operational failure, insolvency, hacking, or fraud, we may not be able to recover\nour Bitcoin. We have implemented various measures that are designed to mitigate our counterparty risks, including by storing substantially\nall of the Bitcoin we own in custody accounts at U.S.-based, institutional-grade, qualified custodians and negotiating contractual arrangements\nintended to establish that our property interest in custodially-held Bitcoin is not subject to claims of our custodians’ creditors.\nOur Bitcoin is held offline in cold storage, and our custody arrangements are concentrated among a small number of providers. As of October\n6, 2026, approximately 27% of our Bitcoin was held with Anchorage Digital Bank, N.A. (“Anchorage”)\nand approximately 73% of our Bitcoin was held with BitGo Trust Company, Inc. (“BitGo”). Custodial arrangements\nfor digital assets are not as well-established as those for traditional assets. Digital asset services are concentrated among a small\ngroup of custodians and liquidity providers. Failure or instability at any one of these counterparties could have outsized effects on\nour treasury management. Our ability to enforce claims against custodians in bankruptcy or receivership is uncertain and applicable insolvency\nlaw is not fully developed with respect to the holding of digital assets in custodial accounts. If our custodially-held Bitcoin were\nnevertheless considered to be the property of our custodians’ estates in the event that any such custodians were to enter bankruptcy,\nreceivership or similar insolvency proceedings, we could be treated as a general unsecured creditor of such custodians, inhibiting our\nability to exercise ownership rights with respect to such Bitcoin, or delaying or hindering our access to our Bitcoin holdings, and this\nmay ultimately result in the loss of the value related to some or all of such Bitcoin, which could have a material adverse effect on\nour financial condition as well as the market price of our listed securities.

The\nbroader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of Bitcoin.\nA series of recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to\ncompanies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting in digital\nassets. Although these bankruptcies, closures, liquidations and other events have not resulted in any loss or misappropriation of our\nBitcoin, nor have such events adversely impacted our access to our Bitcoin, they have, in the short-term, likely negatively impacted\nthe adoption rate and use of Bitcoin. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events\ninvolving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of\nBitcoin, limit the availability to us of financing collateralized by Bitcoin, or create or expose additional counterparty risks.

Changes\nin the accounting treatment of our Bitcoin holdings could have significant accounting impacts, including increasing the volatility of\nour results. ASU 2023-08 requires us to measure our Bitcoin holdings at fair value in our statement of financial position, and to\nrecognize gains and losses from changes in the fair value of our Bitcoin holdings in net income each reporting period. ASU 2023-08 requires\nus to provide certain interim and annual disclosures with respect to our Bitcoin holdings. Due in particular to the volatility in the\nprice of Bitcoin, ASU 2023-08 has had, and we expect will continue to have a material impact on our financial results, increase the volatility\nof our financial results and affect the carrying value of our Bitcoin holdings on our balance sheet. As described in greater detail under\nthe risk factor heading “Unrealized fair value gains on our Bitcoin holdings could cause us to become subject to the corporate\nalternative minimum tax under the Inflation Reduction Act of 2022,” ASU 2023-08 could also have adverse tax consequences. These\nimpacts could in turn have a material adverse effect on our financial results and the market price of our listed securities.

The\nbroader digital assets industry, including the technology associated with digital assets, the rate of adoption and development of, and\nuse cases for, digital assets, market perception of digital assets, and the legal, regulatory, and accounting treatment of digital assets\nare constantly developing and changing, and there may be additional risks in the future that are not possible to predict.

Bitcoin\nis a highly volatile asset, and our operating results and market price may significantly fluctuate, including due to the highly volatile\nnature of the price of Bitcoin and erratic market movements.

Bitcoin\nis a highly volatile asset, and fluctuations in the price of Bitcoin have influenced, and are likely to continue to influence, our financial\nresults and the market price of our listed securities, including having the potential to amplify our market price volatility relative\nto the price of Bitcoin. Our financial results and the market price of our listed securities would be adversely affected, and our business\nand financial condition would be negatively impacted, if the price of Bitcoin decreased substantially (as it has in the past), including\nas a result of:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	decreased\n user and investor confidence in Bitcoin, including due to the various factors described herein;

	●	investment\n and trading activities, such as (i) trading activities of highly active retail and institutional users, speculators, miners and investors;\n (ii) actual or expected significant dispositions of Bitcoin by large holders, including the expected liquidation of digital assets\n associated with entities that have filed for bankruptcy protection and the transfer and sale of Bitcoins associated with significant\n hacks, seizures, or forfeitures; and (iii) actual or perceived manipulation of the spot or derivative markets for Bitcoin or spot\n Bitcoin ETPs;

	●	negative\n publicity, media or social media coverage, or sentiment due to events in or relating to, or perception of, Bitcoin or the broader\n digital assets industry, for example, (i) public perception that Bitcoin can be used as a vehicle to circumvent sanctions, including\n sanctions imposed on Russia or certain regions related to the ongoing conflict between Russia and Ukraine, or to fund criminal or\n terrorist activities; (ii) expected or pending civil, criminal, regulatory enforcement or other high profile actions against major\n participants in the Bitcoin ecosystem; (iii) additional filings for bankruptcy protection or bankruptcy proceedings of major digital\n asset industry participants, such as the bankruptcy proceeding of FTX Trading Ltd. (“FTX Trading”) and its affiliates;\n and (iv) the actual or perceived environmental impact of Bitcoin and related activities, including environmental concerns raised\n by private individuals, governmental and non-governmental organizations, and other actors related to the energy resources consumed\n in the Bitcoin mining process;

	●	changes\n in consumer preferences and the perceived value or prospects of Bitcoin;

	●	competition\n from other digital assets that exhibit better speed, security, scalability, or energy efficiency, that feature other more favored\n characteristics, that are backed by governments, including the U.S. government, or reserves of fiat currencies, or that represent\n ownership or security interests in physical assets;

	●	since\n stablecoins are often used as a medium of exchange for Bitcoin purchases, a stablecoin’s substantial deviation from its intended\n peg or unavailability of stablecoins may cause a decrease in the price of Bitcoin or adversely affect investor confidence in digital\n assets generally;

	●	developments\n relating to the Bitcoin protocol, including (i) changes to the Bitcoin protocol that impact the security, speed, scalability, usability\n or value of the Bitcoin network, such as changes to the cryptographic security protocol underpinning the Bitcoin blockchain, changes\n to the maximum number of Bitcoin outstanding, changes to the mutability of transactions, changes relating to the size of blockchain\n blocks, and similar changes, (ii) failures to make upgrades to the Bitcoin protocol to adapt to security, technological, legal or\n other challenges, and (iii) changes to the Bitcoin protocol that introduce software bugs, security risks or other elements that adversely\n affect Bitcoin;

	●	disruptions,\n failures, unavailability, or interruptions in service of trading venues for Bitcoin, such as, for example, the announcement by the\n digital asset exchange FTX Trading that it would freeze withdrawals and transfers from customer accounts on its platform and subsequent\n filing for bankruptcy protection and the SEC enforcement action brought against Binance Holdings Ltd., which was subsequently dismissed\n by the district court judge upon a joint request filed by the SEC and Binance on May 29, 2025;

	●	the\n filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians,\n exchanges, trading venues, lending platforms, investment funds, or other digital asset industry participants, such as the filing\n for bankruptcy protection by digital asset trading venues FTX Trading and BlockFi and digital asset lending platforms Celsius Network\n and Voyager Digital Holdings in prior years, and the exit of Binance from the U.S. market as part of its settlement with the Department\n of Justice and other federal regulatory agencies;

	●	regulatory,\n legislative, enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality\n or public perception of Bitcoin, or that adversely affect the operations of or otherwise prevent digital asset custodians, exchanges,\n trading venues, lending platforms or other digital assets industry participants from operating in a manner that allows them to continue\n to deliver services to the digital assets industry;

	●	further\n reductions in mining rewards of Bitcoin, including due to block reward halving events, which are events that occur after a specific\n period of time that reduce the block reward earned by “miners” who validate Bitcoin transactions, or increases in the\n costs associated with Bitcoin mining, including increases in electricity costs and hardware and software used in mining, or new or\n enhanced regulation or taxation of Bitcoin mining, which could further increase the costs associated with Bitcoin mining, any of\n which may cause a decline in support for the Bitcoin network;

	●	transaction\n congestion and fees associated with processing transactions on the Bitcoin network;

	●	macroeconomic\n changes, such as changes in the level of interest rates and inflation, fiscal and monetary policies of governments, trade restrictions,\n and fiat currency devaluations;

	●	developments\n in mathematics or technology, including in digital computing, algebraic geometry and quantum computing, that could result in the\n cryptography used by the Bitcoin blockchain becoming insecure or ineffective; and

	●	changes\n in national and international economic and political conditions, including, without limitation, federal government policies, trade\n tariffs and trade disputes, the adverse impacts attributable to the current conflict between Russia and Ukraine and the economic\n sanctions adopted in response to the conflict, and the broadening of conflict in the Middle East.

Due\nto our limited operating history and the concentration of our Bitcoin holdings, it will be difficult to evaluate our business and future\nprospects, and we may not be able to achieve or maintain profitability in any given period.

We\nhave a limited operating history, particularly with respect to our current business model, which is highly concentrated in the acquisition\nand holding of Bitcoin. As a result, there is limited historical information available to evaluate our business, our management’s\nability to execute our strategy, or our prospects for future growth and profitability. We have incurred net losses in each period since\ninception. We reported a net loss of $29.0 million for the period from June 17, 2025 (inception) through December 31, 2025 and net losses\nof $65.0 million and $172.8 million for the three and six months ended June 30, 2026, respectively. The lack of a diversified operating\nhistory increases the difficulty for investors and analysts to assess our performance, business model viability, and the likelihood of\nachieving or maintaining profitability. Furthermore, our financial results and prospects are highly dependent on the value and performance\nof our Bitcoin holdings, which are subject to significant volatility and risk. If we are unable to effectively manage our Bitcoin portfolio,\nrespond to market changes, or adapt our business strategy as necessary, we may not be able to achieve or sustain profitability in any\ngiven period. This uncertainty may adversely affect the market price of our Common Stock and the value of an investment in our Company.

We\noperate in a highly competitive environment and compete against companies and other entities with similar strategies, including companies\nwith significant Bitcoin holdings and spot exchange traded funds and spot ETPs for Bitcoin and other digital assets, and our business,\noperating results, and financial condition may be adversely affected if we are unable to compete effectively.

The\nmarket for companies and investment vehicles focused on Bitcoin and other digital assets is intensely competitive and rapidly evolving.\nWe face competition from a variety of sources, including other public companies with significant Bitcoin holdings and similar Bitcoin\nstrategies, as well as spot exchange traded funds and spot ETPs that provide investors with exposure to Bitcoin and other digital assets.\nMany of these competitors may have greater financial resources, more established operating histories, broader access to capital markets,\nand more extensive relationships with key market participants. In addition, the entry of new competitors, including large financial institutions\nand technology companies, could further intensify competition. Recent joint statements from the leadership of the SEC and the Commodity\nFutures Trading Commission (the “CFTC”) explicitly invite new entrants (such as registered SEC/CFTC exchanges or dual-registered\nvenues) to explore listing spot crypto-asset products. If we are unable to effectively differentiate our business model, attract and\nretain investors, or respond to competitive pressures, our business, operating results, and financial condition could be materially and\nadversely affected. Increased competition may also lead to downward pressure on the market price of our Common Stock and could impair\nour ability to achieve our strategic objectives.

Investing\nin Bitcoin exposes us to certain risks associated with the inherent nature of Bitcoin as a digital asset, such as price volatility, limited\nliquidity and trading volumes, relative anonymity, potential susceptibility to market abuse and manipulation, compliance and internal\ncontrol failures at exchanges and other risks inherent in Bitcoin’s entirely electronic, virtual form and decentralized network.\nOur risk management methods to address these risks might not be effective.

Our\nbusiness model involves significant exposure to Bitcoin, which is subject to a number of unique and substantial risks inherent with many\ndigital assets. The price of Bitcoin has historically been highly volatile and may continue to fluctuate dramatically in response to\nvarious factors, including market sentiment, regulatory developments, technological changes, macroeconomic trends, and the actions of\nlarge holders or market participants. Bitcoin markets rely on a limited number of exchanges and dealers for liquidity. If these counterparties\nsuspend withdrawals, become insolvent, or experience technical outages, we may not be able to sell Bitcoin when needed, regardless of\nmarket prices. Bitcoin markets may also experience periods of limited liquidity and trading volumes, which could make it difficult for\nus to liquidate our holdings at favorable prices or at all. The relative anonymity of Bitcoin transactions and the decentralized nature\nof the Bitcoin network may make it susceptible to market abuse, manipulation, fraud, and other illicit activities. In addition, we are\nreliant on third-party exchanges and custodians for the purchase, sale, and safekeeping of our Bitcoin holdings, and failures in compliance,\ninternal controls, or cybersecurity at these entities could result in significant losses. While we have implemented risk management policies\nand procedures to address these risks, there can be no assurance that such measures will be effective in preventing or mitigating losses.\nAny failure to adequately manage these risks could have a material adverse effect on our business, financial condition, and results of\noperations.

Our\nquarterly operating results, revenues, and expenses may fluctuate significantly, which could have an adverse effect on the market price\nof our Common Stock.

We\nexpect that our operating results, revenues, and expenses may vary significantly from quarter to quarter due to a variety of factors,\nmany of which are outside of our control. These factors include, but are not limited to, fluctuations in the market price of Bitcoin,\nchanges in the fair value of our Bitcoin holdings, the timing and size of Bitcoin purchases or sales, changes in accounting standards\nor interpretations, and the impact of regulatory developments. In addition, our expenses may increase as we invest in infrastructure,\npersonnel, and compliance measures to support our business. As a result, we may experience periods of losses or lower-than-expected profitability,\nwhich could cause the market price of our Common Stock to decline. The unpredictability of our financial performance may also make it\ndifficult for investors to accurately forecast future results, increasing the risk associated with an investment in us. For the three\nmonths ended June 30, 2026, our revenue was $37,000 and we incurred a loss from operations of $15.0 million, and for the six months ended\nJune 30, 2026, our revenue was $38,000 and we incurred a loss from operations of $22.8 million. Because unrealized gains and losses on\nour Bitcoin holdings are recognized in net income, our reported results may vary significantly between periods and may not be indicative\nof our underlying operating performance or cash flows.

The\nvalue of our Common Stock will depend to a great extent on market demand for our Bitcoin strategy. If market demand for that strategy\nwere to diminish, the value of our Common Stock could decrease significantly.

The\nmarket value of our Common Stock is likely to be closely tied to investor perceptions of the attractiveness and viability of our Bitcoin-focused\nstrategy. In recent years, corporate adoption of Bitcoin has been influenced by trends and market sentiment, with some companies acquiring\nBitcoin to enhance their public profiles, attract investor attention, or pursue speculative strategies unrelated to their core businesses.\nIf market enthusiasm for corporate Bitcoin adoption were to wane, or if investors were to view our strategy as less compelling or sustainable,\ndemand for our Common Stock could decline significantly. Additionally, negative publicity, regulatory scrutiny, or adverse developments\naffecting other companies with similar strategies could further reduce investor interest in us. A decrease in market demand for our Bitcoin\nstrategy could result in a significant decline in the value of our Common Stock, regardless of the underlying performance of our Bitcoin\nholdings.

A\nsignificant decrease in the market value of our Bitcoin holdings could adversely affect our ability to satisfy our financial obligations\nunder our Convertible Note Financing and any subsequent debt financings.

Our\nability to meet our financial obligations, including those arising from our Convertible Note Financing and any future debt financings,\nis dependent in large part on the value of our Bitcoin holdings. Under the indenture governing the Convertible Notes, we must maintain\nat all times a 1.0:1.0 loan-to-collateral ratio compliance level with respect to the Convertible Notes outstanding, with Bitcoin valued\nat 50% of its market value, and cash and cash equivalents valued at 100%, for purposes of that calculation. A decline in the market price\nof Bitcoin therefore requires us to pledge additional Bitcoin, cash or cash equivalents in order to maintain the required level of collateralization.\nAs of June 30, 2026, $99.6 million aggregate principal amount of Convertible Notes remained outstanding and we had 3,515 Bitcoin on deposit\nas collateral for the Convertible Notes, of which 3,404 Bitcoin were required to be maintained as collateral. Our capacity to satisfy\na collateral requirement with cash is limited. As of June 30, 2026, we had cash and cash equivalents of approximately $15.3 million and\nno restricted cash, compared to cash and cash equivalents of approximately $45.0 million and restricted cash of approximately $149.9\nmillion as of December 31, 2025. In addition, because the holders of the Convertible Notes have the right to require us to repurchase\nthe Convertible Notes for cash on June 5, 2027, the carrying amount of the Convertible Notes was classified as a current liability as\nof June 30, 2026, and we had a working capital deficit of approximately $77.3 million as of that date. A significant decline in the market\nprice of Bitcoin could materially reduce the value of our assets and impair our liquidity position. If the value of our Bitcoin holdings\nwere to fall below certain thresholds, we may be unable to generate sufficient cash flows or access additional financing on favorable\nterms, or at all, to satisfy our debt obligations as they become due. In addition, a decline in the value of our Bitcoin holdings could\ntrigger covenants or other provisions in our debt agreements, potentially resulting in defaults, acceleration of repayment obligations,\nor the need to post additional collateral. Any such events could have a material adverse effect on our business, financial condition,\nand results of operations, and could result in a significant loss of value for holders of our Common Stock.

Future\ndevelopments regarding the treatment of crypto assets for U.S. and foreign tax purposes could adversely impact our business.

The\ntax treatment of Bitcoin and other digital assets is subject to significant uncertainty and evolving guidance from U.S. federal, state,\nand local tax authorities, as well as foreign tax authorities. Changes in tax laws, regulations, or interpretations could have a material\nimpact on our business, including our ability to acquire, hold, or dispose of Bitcoin in a tax-efficient manner. For example, future\nlegislation or regulatory guidance could result in the imposition of new or increased taxes on the acquisition, holding, or transfer\nof Bitcoin, or could require us to report additional information to tax authorities. In addition, differences in the tax treatment of\ndigital assets across jurisdictions could create compliance challenges and increase our administrative and operational costs. Any adverse\ndevelopments in the tax treatment of digital assets could reduce the attractiveness of our business model, increase our tax liabilities,\nand negatively affect our financial results and the value of our Common Stock.

Bitcoin\nand other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.

Bitcoin\nand other digital assets are relatively novel and are subject to significant uncertainty, which could adversely impact their price. The\napplication of state and federal securities laws and other laws and regulations to Bitcoin and other digital assets is unclear in certain\nrespects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations\nin a manner that adversely affects the price of Bitcoin or the ability of individuals or institutions such as us to own or transfer Bitcoin.\nRecent actions by U.S. federal authorities have provided greater clarity in certain respects, including as to the current treatment of\nBitcoin under the federal securities laws, but the legal and regulatory framework applicable to digital assets in the United States and\nother jurisdictions continues to develop and remains subject to further legislation, rulemaking, interpretation, judicial decisions,\nimplementation and changes in policy.

The\nU.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory,\nlegislative, enforcement or judicial actions, that could materially impact the price of Bitcoin or the ability of individuals or institutions\nsuch as us to own or transfer Bitcoin. For example, within the past several years:

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	●	in\n January 2025, President Trump signed an executive order instructing a working group comprised of representatives from key federal\n agencies to evaluate measures that can be taken to provide regulatory clarity and certainty built on technology-neutral regulations\n for individuals and firms involved in digital assets, including through well-defined jurisdictional regulatory boundaries. In July\n 2025, that working group issued a report recommending a range of legislative and regulatory changes relating to digital asset market\n structure, banking, custody, taxation and illicit finance; those recommendations are not themselves law. In May 2026, the President\n issued a further executive order directing federal financial regulators to review regulatory frameworks with a view to integrating\n digital assets and other financial technology into traditional financial services and payment systems. Executive policy may be modified,\n implemented in unanticipated ways or rescinded by the current or a future administration;

	●	in\n January 2025, the SEC staff issued Staff Accounting Bulletin No. 122, which rescinded Staff Accounting Bulletin No. 121, and provides\n that an entity that has an obligation to safeguard crypto assets for others should determine whether to recognize a liability related\n to the risk of loss under that obligation, and measure any such liability, by applying existing loss-contingency guidance under U.S.\n GAAP or IFRS. Staff Accounting Bulletin No. 122 also reminds entities of existing requirements to provide disclosures that allow\n investors to understand an entity’s obligation to safeguard crypto assets held for others;

	●	in\n March 2025, an executive order established a Strategic Bitcoin Reserve and a United States Digital Asset Stockpile, to be capitalized\n with Bitcoin and other digital assets forfeited to the federal government, directed that Bitcoin deposited in the reserve not be\n sold, and directed the Secretaries of the Treasury and Commerce to develop budget-neutral strategies for acquiring additional Bitcoin.\n The acquisition, retention or disposition of Bitcoin by the federal government, changes in the implementation of these directives,\n or their reversal, could affect expectations regarding the supply of and demand for Bitcoin and contribute to volatility in its price;

	●	in\n July 2025, the Guiding and Establishing National Innovation for U.S. Stablecoins Act was enacted, establishing a federal framework\n for payment stablecoins. That statute does not regulate Bitcoin as a payment stablecoin and does not establish a comprehensive federal\n framework for digital asset market structure, and implementing regulations had not been finalized as of the date of this prospectus; \n
	●	the\n European Union’s Markets in Crypto-Assets Regulation, a comprehensive regulatory framework for the issuance of, and the provision\n of services relating to, digital assets, has applied since December 30, 2024, and the transitional periods available to service providers\n that were operating under national regimes ended on July 1, 2026, after which a provider that has not obtained the required authorization\n may not provide crypto-asset services to clients in the European Union; \n
	●	in\n June 2023, the SEC filed a complaint against Coinbase, Inc. and Coinbase Global, Inc., alleging, among other claims, that Coinbase\n was operating as an unregistered securities exchange, broker, and clearing agency and that it failed to register the offer and sale\n of its crypto asset staking-as-a-service program. In March 2024, a federal court in the Southern District of New York ruled against\n Coinbase, finding that certain crypto asset transactions and the staking program might be considered securities and denying the company’s\n motion to dismiss. However, in February 2025, the SEC filed a joint stipulation with the Coinbase entities to dismiss its enforcement\n action against both entities exercising its discretion to do so, but not because the SEC conceded the merits of the claims alleged\n in the action;

	●	in\n June 2023, the SEC filed a complaint against Binance Holdings Ltd., related Binance entities, and Changpeng Zhao alleging, among\n other claims, that they were operating as an unregistered securities exchange, broker, dealer, and clearing agency and conducted\n an unregistered offer and sale of Binance’s own crypto assets. In June 2024, the District Court for the District of Columbia\n issued an order dismissing certain claims while allowing others to proceed. However, in May 2025, the SEC filed a joint stipulation\n with the Binance entities and Mr. Zhao to dismiss with prejudice its ongoing civil enforcement action against them in the exercise\n of its discretion;

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	●	in\n December 2020, the SEC filed a complaint against Ripple Labs, Inc., relating to, among other claims, that Ripple undertook the distribution\n of unregistered securities. In August 2024, the court entered final judgment, having found that certain of Ripple’s institutional\n sales of XRP constituted an unregistered offer and sale of investment contracts and ordered Ripple to pay a civil penalty of over\n $125 million. In June 2025, a federal judge in the Southern District of New York rejected a joint motion by Ripple Labs and the SEC\n that would have endorsed a $50 million fine to settle the civil lawsuit. In August 2025, the SEC dropped its appeal and Ripple dropped\n its cross-appeal, thus finalizing the $125 million judgment. Similar intervention by the U.S. courts may also materially impact the\n price of Bitcoin and our ability to own or transfer Bitcoin;

	●	in\n November 2023, the SEC filed a complaint against Payward Inc. and Payward Ventures Inc., together known as Kraken, alleging, among\n other claims, that Kraken’s crypto trading platform was operating as an unregistered securities exchange, broker, dealer, and\n clearing agency. In March 2025, the SEC exercised its discretion and filed a joint stipulation to dismiss the SEC’s ongoing\n civil enforcement action against Kraken;

	●	In\n the United Kingdom, the Financial Services and Markets Act 2023, provided the framework for regulating market activities in “cryptoassets,”\n and regulations made in February 2026, together with final rules and guidance published by the Financial Conduct Authority in June\n 2026, will bring a broad range of cryptoasset activities within the Financial Conduct Authority’s regulatory remit when the\n new regime takes effect on October 25, 2027;

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	●	in\n November 2023, Binance Holdings Ltd. and its then chief executive officer reached a settlement with the U.S. Department of Justice,\n CFTC, the U.S. Department of Treasury’s Office of Foreign Asset Control, and the Financial Crimes Enforcement Network (FinCEN)\n to resolve a multi-year investigation by the agencies and a civil suit brought by the CFTC, pursuant to which Binance Holdings Ltd.\n agreed to, among other things, pay $4.3 billion in penalties across the four agencies and to discontinue its operations in the United\n States; and

	●	in\n China, the People’s Bank of China and the National Development and Reform Commission have outlawed cryptocurrency mining and\n declared all cryptocurrency transactions illegal within the country. Other jurisdictions, including Egypt, Morocco and the Dominican\n Republic, have also made the use of Bitcoin illegal. If the use of Bitcoin is made illegal in other jurisdictions, particularly where\n Bitcoin is currently traded in heavy volumes, the available market for Bitcoin may contract. Additionally, if another government\n with considerable economic power were to ban digital assets or related activities, this could have further impact on the price of\n Bitcoin. As a result, the markets and opportunities discussed herein may not reflect the markets and opportunities available to us\n in the future.

Since\n2018, the SEC has initiated a number of crypto and digital-asset-related enforcement actions. While the SEC has since requested the dismissal\nof several of these cases, the SEC or other regulatory agencies may initiate similar actions in the future, which could materially impact\nthe price of Bitcoin and our ability to own or transfer Bitcoin. In January 2025, the SEC launched a crypto task force dedicated to developing\na comprehensive and clear regulatory framework for crypto assets. Since then, the task force has sought written input and hosted roundtables\nwith market participants to further task force goals of drawing clear regulatory lines, providing paths to registration, crafting disclosure\nframeworks, and deploying enforcement resources judiciously. In March 2026, the SEC issued an interpretation, accompanied by related\nguidance from the CFTC, addressing the application of the federal securities laws to certain types of crypto assets and certain transactions\ninvolving crypto assets, and in August 2026 the SEC proposed, but has not adopted, rules that would establish a tailored offering regime\nfor certain investment contracts involving crypto assets. Legislation that would establish a comprehensive federal framework for digital\nasset market structure remained under consideration in Congress and had not been enacted as of the date of this prospectus, and in September\n2026 the U.S. Senate did not advance the principal pending bill for consideration. We cannot predict whether proposed rules will be adopted\nor in what form, whether legislation will be enacted, how the SEC’s interpretation will be applied, revised or withdrawn, how courts\nwill address these matters, or whether current regulatory approaches will be maintained under future administrations.

It\nis not possible to predict whether, or when, new laws will be enacted that change the legal framework governing digital assets or provide\nadditional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will\ntake any similar actions. It is also not possible to predict the nature of any such additional laws or authorities, how additional legislation\nor regulatory oversight might impact the ability of digital asset markets to function, the willingness of financial and other institutions\nto continue to provide services to the digital assets industry, or how any new laws or regulations, or changes to existing laws or regulations,\nmight impact the value of digital assets generally and Bitcoin specifically. The consequences of any new law or regulation relating to\ndigital assets and digital asset activities could adversely affect the market price of Bitcoin, as well as our ability to hold or transact\nin Bitcoin, and in turn adversely affect the market price of our listed securities.

Moreover,\nthe risks of engaging in a Bitcoin treasury strategy are relatively novel and have created, and could continue to create, complications\ndue to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director\nand officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

The\ngrowth of the digital assets industry in general, and the use and acceptance of Bitcoin in particular, may also impact the price of Bitcoin\nand is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of Bitcoin may depend, for instance,\non public familiarity with digital assets, ease of buying, accessing or gaining exposure to Bitcoin, institutional demand for Bitcoin\nas an investment asset, the participation of traditional financial institutions in the digital assets industry, consumer demand for Bitcoin\nas a store of value or means of payment, and the availability and popularity of alternatives to Bitcoin. Even if growth in Bitcoin adoption\noccurs in the near or medium-term, there is no assurance that Bitcoin usage will continue to grow over the long-term.

Because\nBitcoin has no physical existence beyond the record of transactions on the Bitcoin blockchain, a variety of technical factors related\nto the Bitcoin blockchain could also impact the price of Bitcoin. For example, malicious attacks by miners, inadequate mining fees to\nincentivize validating of Bitcoin transactions, hard “forks” of the Bitcoin blockchain into multiple blockchains, and advances\nin digital computing, algebraic geometry, and quantum computing could undercut the integrity of the Bitcoin blockchain and negatively\naffect the price of Bitcoin. The liquidity of Bitcoin may also be reduced and damage to the public perception of Bitcoin may occur, if\nfinancial institutions were to deny or limit banking services to businesses that hold Bitcoin, provide Bitcoin-related services or accept\nBitcoin as payment, which could also decrease the price of Bitcoin. Actions by U.S. banking regulators, such as the issuance in January\n2023 and February 2023 by Federal banking agencies of joint statements that cautioned banks on the risks posed by providing services\nto digital assets customers, and similar actions, have in the past resulted in or contributed to reductions in access to banking services\nfor Bitcoin-related customers and service providers, or the willingness of traditional financial institution to participate in markets\nfor digital assets. In 2025, the Federal banking agencies withdrew from those joint statements, rescinded prior notification and supervisory\nnon-objection requirements applicable to certain crypto-asset activities, and issued a joint statement describing how existing laws,\nregulations and risk-management principles apply to crypto-asset safekeeping by banking organizations. Banking organizations nevertheless\nremain subject to safety-and-soundness, anti-money laundering, sanctions, cybersecurity, liquidity, operational, third-party risk management\nand other legal and supervisory requirements, and individual institutions may decline to provide, or may limit, condition, suspend or\nterminate, services to Bitcoin-related customers and service providers based on those requirements, their own risk appetite or other\nconsiderations. Supervisory policy in this area may also change again in the future. The liquidity of Bitcoin may also be impacted to\nthe extent that changes in applicable laws and regulatory requirements negatively impact the ability of exchanges and trading venues\nto provide services for Bitcoin and other digital assets.

The\nconcentration of Bitcoin ownership could increase the risk of malicious activity, including potential attacks on the Bitcoin network.

A\nsignificant portion of the overall supply of Bitcoin is held by a relatively small number of holders. This concentration of ownership\nmay make the Bitcoin network more susceptible to manipulation or malicious activity by a large holder or group of holders. Malicious\nactors could theoretically structure an attack whereby such actors gain control of more than half of the Bitcoin network’s processing\npower, or “aggregate hashrate.” If a malicious actor or group of actors acquired a hashrate exceeding the rest of the Bitcoin\nnetwork, it would be able to exert unilateral control over the addition of blocks to the Bitcoin blockchain. This would allow a malicious\nactor to engage in “double spending” (i.e., use the same bitcoin for two or more transactions), prevent other transactions\nfrom being confirmed on the Bitcoin blockchain, or prevent other miners from mining any valid new blocks. Each of the events described\nabove, among other things, could adversely affect the price of Bitcoin; reduce user confidence in Bitcoin, the Bitcoin network and the\nfairness of digital asset trading venues; and slow (or even reverse) the further adoption of Bitcoin. Any of these outcomes could materially\nand adversely affect the value of our Bitcoin holdings and, as a result, the market price of our securities.

Bitcoin\ncould be subject to complex and costly regulatory requirements, and future regulatory developments are impossible to predict.

Depending\non the regulatory characterization of Bitcoin, our business and our Bitcoin strategy may be subject to regulation by one or more regulators\nin the United States and globally. The CFTC takes the position that some digital assets, including Bitcoin, fall within the definition\nof a “commodity” under the Commodity Exchange Act of 1936, as amended (the “CEA”). Under the CEA, the\nCFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets, including the Bitcoin markets\nin which we would transact. The CFTC does not currently have regulatory jurisdiction over the cash-market for commodities such as Bitcoin,\nbut does comprehensively regulate the commodity derivatives markets. This includes the futures and swaps markets for Bitcoin through\nwhich we may engage in hedging activities. Among other things, such regulations may require us to post margin with a clearinghouse or\ncounterparty, which would limit our ability to acquire additional Bitcoin. Additionally, any violation of CFTC regulations applicable\nto our hedging activities could have a significant financial and reputational impact on the Company.

Senior\nSEC officials have stated their view that Bitcoin is not a “security” for purposes of the federal securities laws, but such\nstatements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC\nor any other agency or court and cannot be generalized to any other digital assets. Future regulatory developments with respect to Bitcoin\nfrom the CFTC, SEC, or any other federal or state regulator, are difficult to predict.

Bitcoin\nand other digital assets currently face an uncertain regulatory landscape in not only the United States but also in many foreign jurisdictions\nsuch as the European Union, China and Russia. Various foreign jurisdictions may, in the future, adopt laws, regulations or directives\nthat affect digital asset networks and their users, particularly digital asset exchanges and service providers that fall within such\njurisdictions’ regulatory scope. Such laws, regulations or directives may conflict with those of the United States and may negatively\nimpact the acceptance of Bitcoin and other digital assets by users, merchants and service providers outside of the United States and\nmay therefore impede the growth of the Bitcoin and digital asset economy.

Future\nlegislation and regulatory requirements could have an adverse impact on the Bitcoin market and/or our proposed business.

Various\ngovernmental and regulatory bodies in the United States - including the United States Congress - may adopt new laws or regulations that\ncould affect the listing and clearing of crypto-related products. Several bills to address the digital asset regulatory landscape have\nbeen introduced in the first few months of the 119^th Congress (2025-2027), including:

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	●	a\n stablecoin bill (Guiding and Establishing National Innovation for US Stablecoins Act (“GENIUS Act”) S.1582), which\n has passed the Senate and House of Representatives with bipartisan support and was signed into law on July 18, 2025;

	●	one\n strategic bitcoin reserve bill (Boosting Innovation, Technology, and Competitiveness through Optimized Investment Nationwide (“BITCOIN\n Act”) S.954), which is currently undergoing review in the Senate; and

	●	a\n crypto-asset market structure bill (Digital Asset Market Clarity Act of 2025 (“CLARITY Act”) H.R.3633), which\n was passed by the House of Representatives on July 17, 2025, with bipartisan support and will be delivered to the Senate;

The\nGENIUS Act introduces the first comprehensive federal framework for stablecoins, requiring full 1:1 backing, reserve, and anti-money-laundering\ncompliance. Although the Act focuses on stablecoins, its regulatory framework and enforcement mechanisms could influence broader digital\nasset oversight, indirectly affecting Bitcoin custody, trading infrastructure, and compliance costs. In addition, several legislative\nefforts to address the regulation of cryptocurrency, including Bitcoin, have been introduced and are currently pending congressional\nconsideration. Emerging laws and proposals in the U.S. federal government may materially affect our operations, Bitcoin holdings, and\ninvestment outcomes.

The\nCLARITY Act, specifically, would clarify which digital assets are commodities versus securities. Additionally, the CLARITY Act would\nsubject certain spot-market digital commodities to a comprehensive regulatory regime for the first time in the United States. While this\nlegislation could have a positive impact on the price of Bitcoin if market participants believe that regulatory clarity and market structure\nis an advantage, it could also have a negative impact on the industry and the value of Bitcoin if legal and regulatory requirements arising\nfrom such legislation are deemed to be too onerous, or for several other reasons.

Separately,\nit is not currently possible to know what changes will be made to the CLARITY Act as it proceeds through the legislative phases, in the\nevent that it is signed into law. Currently, the legislation only requires registration of entities acting as brokers, dealers, exchanges\nand custodians, rather than entities like ours. However, such entities may bear costs associated with registration that may be passed\non to us and other entities transacting in Bitcoin. Additionally, the current legislation would amend the definition of “commodity\ninterests” to include certain digital commodities, which would likely include Bitcoin. Such an amendment could cause certain collective\ninvestment vehicles that invest in Bitcoin or advise others as to investing in Bitcoin to be required to register with the CFTC as commodity\npool operators (“CPOs”) or commodity trading advisors (“CTAs”). While we do not currently anticipate\nthat we would be required to register as a CPO or CTA even under the current version of the CLARITY Act, if we were required to do so,\nwe could face increased compliance costs and regulatory scrutiny, which could have a material and adverse impact on our business and\nperformance.

If\nwe elect to use derivative instruments to hedge the price risk of holding Bitcoin, such derivatives are highly volatile and subject to\nmarket and liquidity risks, which could negatively impact our Bitcoin strategy.

We\nmay invest and trade in a variety of derivative instruments to hedge the price risk associated with Bitcoin. Derivatives, such as futures\nand swaps, are financial instruments or arrangements in which the risk and return are related to changes in the value of other assets,\nreference rates or indices. These instruments are highly volatile and expose investors to a high risk of loss. The low initial margin\ndeposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the\ntype of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion\nto the amount of funds actually placed as initial margin and may result in unquantifiable further loss exceeding any margin deposited.\nOur ability to profit or avoid risk through investment or trading in derivatives will depend on our ability to anticipate changes in\nthe underlying assets, reference rates or indices. Engaging in hedging may result in poorer overall performance for us than we could\nhave achieved had we not engaged in such hedging transactions. In addition, although we may utilize a variety of instruments, including\noptions and other derivatives, for hedging and risk management purposes, we are not obligated to, and may not, hedge against certain\nrisks. Furthermore, our portfolio may be exposed to risks that cannot be hedged. Use of hedging and risk management products may also\nincrease our regulatory burden and costs of compliance.

We\nwill be exposed to the default risk of our clearing broker if we hedge the price risk of Bitcoin through the purchase of futures contracts.

If\nwe use a clearing broker to help manage financial transactions - such as buying or selling Bitcoin futures contracts to hedge against\nBitcoin price swings - then we will be exposed to the clearing broker’s credit risk. Under the CEA and CFTC regulations, futures\ncontracts must be cleared through a clearing broker known as a registered futures commission merchant (“FCM”). FCMs\nhold a certain amount of the customer collateral that customers deposit in connection with their futures trading, and are responsible\nfor posting that collateral to the clearinghouse on the customer’s behalf when the clearinghouse issues a margin call. FCMs are\nrequired to maintain such collateral and all customer assets in a segregated account. If the FCM fails to do so, or is unable to satisfy\na substantial deficit in a customer account, our customers (including us) may be subject to risk of loss of their funds in the event\nof the FCM’s insolvency. In such event, under the current U.S. Bankruptcy Code, the FCM’s customers (including us) are entitled\nto recover only a proportional share of all property available for distribution to all of that FCM’s customers. We may therefore\nbe exposed to material losses in the event of an FCM’s or fellow FCM customer’s default or insolvency.

Qualified\nFinancial Contract Stay rules may restrict our ability to liquidate our positions or exercise default rights in the event that a swap\ncounterparty becomes insolvent.

Under\nregulations issued by certain U.S. banking regulators that are currently in effect, certain large U.S. financial institutions and their\nsubsidiaries, as well as the U.S. branches or subsidiaries of certain large non-US financial institutions, are required to amend the\ndefault and transfer provisions of their “Qualified Financial Contracts” (“QFCs”), and to ensure that\nfuture QFCs comply with the relevant regulations.

QFCs\ninclude swaps and repurchase agreements (among other types of contracts) and guarantees and other forms of credit enhancement for such\ncontracts, that receive certain favorable treatment under the U.S. Bankruptcy Code by permitting market participants (like us) to avoid\nthe otherwise-applicable “automatic stay” provisions of the Bankruptcy Code, and terminate the contracts in the event of\nthe financial institution’s or our guarantor’s bankruptcy. The purpose of these requirements is to ensure that, in the event\nof a large financial institution’s bankruptcy, or the bankruptcy of a guarantor or covered affiliate, QFC counterparties do not\nsimultaneously terminate their positions and cause a liquidity shortfall before the financial institution’s affiliates and/or federal\nregulators are able to resolve the defaulting entity in an orderly fashion.

As\na result of these regulations, if we enter into QFCs with a covered financial institution, and that financial institution, our guarantor\nor a covered affiliate becomes bankrupt (i.e., it becomes subject to a receivership, insolvency, liquidation, resolution or similar\nproceeding), we may be restricted from immediately terminating that agreement, which could lead to losses on our positions.

In\naddition, various foreign jurisdictions have adopted comparable rules, including France, Germany, Japan, Switzerland and U.K. If we enter\ninto QFCs with a covered financial institution in any of those foreign jurisdictions, the restrictions on immediately terminating QFCs\ncould lead to a negative effect on our business.

The\nemergence or growth of other digital assets, including those with significant private or public sector backing, including by governments,\nconsortiums or financial institutions, could have a negative impact on the price of Bitcoin and adversely affect our business.

As\na result of our Bitcoin strategy, our assets are concentrated in our Bitcoin holdings. Accordingly, the emergence or growth of digital\nassets other than Bitcoin may have a material adverse effect on our financial condition. As of May 2025, Bitcoin was the largest digital\nasset by market capitalization. However, there are numerous alternative digital assets and many entities, including consortiums and financial\ninstitutions, are researching and investing resources into private or permissioned blockchain platforms or digital assets that do not\nuse proof-of-work mining like the Bitcoin network. For example, in late 2022, the Ethereum network transitioned to a “proof-of-stake”\nmechanism for validating transactions on the network that requires significantly less computing power than proof-of-work mining. As a\nresult, validators now stake, or lock up, a certain amount of Ethereum’s native cryptocurrency, Ether, as collateral. The Ethereum\nnetwork has completed another major upgrade since then and may undertake additional upgrades in the future. If the mechanisms for validating\ntransactions on the Ethereum network and other alternative blockchain networks are perceived as superior to proof-of-work mining used\nfor the Bitcoin network, those alternative blockchain networks and their associated digital assets could gain market share relative to\nBitcoin.

Other\nalternative digital assets that may compete with Bitcoin in certain ways include “stablecoins,” which are designed to maintain\na constant price because of, for instance, their issuers’ promise to hold high-quality liquid assets (such as U.S. dollar deposits\nand short-term U.S. treasury securities) equal to the total value of stablecoins in circulation. Stablecoins have grown rapidly as an\nalternative to Bitcoin and other digital assets as a medium of exchange and store of value, particularly on digital asset trading platforms.\nStablecoins offer users the benefit of blockchain-based transactions without exposure to the price volatility historically associated\nwith Bitcoin. As adoption of stablecoins grows, they may increasingly serve functions that might otherwise have been fulfilled by Bitcoin,\nparticularly for payments, remittances, or short-term transactional use cases. If stablecoins gain broader acceptance by consumers, businesses,\nor regulators as a preferred form of digital currency, demand for Bitcoin could diminish. This competitive dynamic may adversely affect\nBitcoin’s market price, reduce trading volumes, and negatively impact our Bitcoin-related holdings, financial performance, and\nstrategic initiatives.

Additionally,\ncentral banks in some countries have started to introduce digital forms of legal tender often known as central bank digital currency\n(“CBDCs”). For example, China’s CBDC project was made available to consumers in January 2022, and governments\nincluding the United States, the United Kingdom, the European Union, and Israel have been discussing the potential creation of new CBDCs.\nWhether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could also compete\nwith, or replace, Bitcoin and other digital assets as a medium of exchange or store of value. As a result, the emergence or growth of\nthese or other digital assets could cause the market price of Bitcoin to decrease, which could have a material adverse effect on our\nbusiness, prospects, financial condition, and operating results.

The\navailability of spot Bitcoin ETPs for Bitcoin and other digital assets may adversely affect the market price of our listed securities\nand may make it more difficult for us to execute our Bitcoin strategy.

Although\nBitcoin and other digital assets have experienced a surge of investor attention since Bitcoin was invented in 2008, until recently investors\nin the United States had limited means to gain direct exposure to Bitcoin through traditional investment channels, and instead generally\nwere only able to hold Bitcoin through “hosted” wallets provided by digital asset service providers or through “unhosted”\nwallets that expose the investor to risks associated with loss or hacking of their private keys. Given the relative novelty of digital\nassets, general lack of familiarity with the processes needed to hold Bitcoin directly, as well as the potential reluctance of financial\nplanners and advisers to recommend direct Bitcoin holdings to their retail customers because of the manner in which such holdings are\ncustodied, some investors have sought exposure to Bitcoin through investment vehicles that hold Bitcoin and issue shares representing\nfractional undivided interests in their underlying Bitcoin holdings. These vehicles, which were previously offered only to “accredited\ninvestors” on a private placement basis, have in the past traded at substantial premiums to net asset value, possibly due to the\nrelative scarcity of traditional investment vehicles providing investment exposure to Bitcoin.

On\nJanuary 10, 2024, the SEC approved the listing and trading of spot Bitcoin ETPs, the shares of which can be sold in public offerings\nand are traded on U.S. national securities exchanges. The approved ETPs commenced trading directly to the public on January 11, 2024,\nwith a trading volume of $4.6 billion on the first trading day. To the extent investors view our Common Stock as providing exposure to\nBitcoin, it is possible that the value of our Common Stock may also have included a premium over the value of our Bitcoin due to the\nprior scarcity of traditional investment vehicles providing investment exposure to Bitcoin, and that the value of our Common Stock may\ndecline due to investors now having a greater range of options to gain exposure to Bitcoin and investors choosing to gain such exposure\nthrough spot Bitcoin ETPs rather than our Common Stock. Additionally, on May 23, 2024, the SEC approved rule changes permitting the listing\nand trading of spot ETPs that invest in Ether, the main crypto digital asset supporting and underlying the Ethereum blockchain. The approved\nEther spot ETPs commenced trading directly to the public on July 23, 2024. The listing and trading of spot ETPs for Ether offers investors\nanother alternative to gain exposure to digital assets, which could result in a decline in the trading price of Bitcoin as well as a\ndecline in the value of our Common Stock relative to the value of our Bitcoin.

Although\nwe are an operating company, and believe we offer a different value proposition than a Bitcoin investment vehicle such as a spot Bitcoin\nETP, investors may nevertheless view our Common Stock as an alternative to an investment in an ETP, and choose to purchase shares of\na spot Bitcoin ETP instead of our Common Stock. They may do so for a variety of reasons, including if they believe that ETPs offer a\n“pure play” exposure to Bitcoin that is generally not subject to federal income tax at the entity level, or the other risk\nfactors applicable to an operating business, such as ours. Additionally, unlike spot Bitcoin ETPs, we (i) do not seek for our shares\nof our Common Stock to track the value of the underlying Bitcoin we hold before payment of expenses and liabilities, (ii) do not benefit\nfrom various exemptions and relief under the Exchange Act, including Regulation M, and other securities laws, which enable ETPs to continuously\nalign the value of their shares to the price of the underlying assets they hold through share creation and redemption, (iii) are a Delaware\ncorporation rather than a statutory trust, and do not operate pursuant to a trust agreement that would require us to pursue one or more\nstated investment objectives, and (iv) are not required to provide daily transparency as to our Bitcoin holdings or our daily net asset\nvalue. Furthermore, recommendations by broker-dealers to buy, hold, or sell complex products and non-traditional ETPs, or an investment\nstrategy involving such products, may be subject to additional or heightened scrutiny that would not be applicable to broker-dealers\nmaking recommendations with respect to our Common Stock. Based on how we are viewed in the market relative to spot Bitcoin ETPs, and\nother vehicles which offer economic exposure to Bitcoin, such as Bitcoin futures exchange-traded funds (“ETFs”), leveraged\nBitcoin futures ETFs, and similar vehicles offered on international exchanges, any premium or discount in our Common Stock relative to\nthe value of our Bitcoin holdings may increase or decrease in different market conditions.

As\na result of the foregoing factors, availability of spot Bitcoin ETPs for Bitcoin and other digital assets could have a material adverse\neffect on the market price of our listed securities.

In\nthe ordinary course of business managing our Bitcoin holding as a Bitcoin treasury company, we may purchase Bitcoin through spot markets\nwhich may be exposed to fraud and market manipulation, including through front running and wash trading, which may adversely affect the\nvalue of the shares of our Common Stock.

The\nblockchain infrastructure could be used by certain market participants to exploit arbitrage opportunities through schemes such as front-running,\nspoofing, pump-and-dump and fraud across different systems, platforms or geographic locations. As a result of reduced oversight, these\nschemes may be more prevalent in digital asset markets than in the general market for financial products.

The\nSEC has identified possible sources of fraud and manipulation in the Bitcoin market generally, including, among others (1) “wash\ntrading”; (2) persons with a dominant position in Bitcoin manipulating Bitcoin pricing; (3) hacking of the Bitcoin network and\ntrading platforms; (4) malicious control of the Bitcoin network; (5) trading based on material, non-public information (for example,\nplans of market participants to significantly increase or decrease their holdings in Bitcoin, new sources of demand for Bitcoin, etc.)\nor based on the dissemination of false and misleading information; (6) manipulative activity involving purported “stablecoins,”\nincluding Tether; and (7) fraud and manipulation at Bitcoin trading platforms.

In\nthe ordinary course of business managing our Bitcoin holding as a Bitcoin treasury company, we may purchase Bitcoin through spot markets.\nOver the past several years, a number of Bitcoin spot markets have been closed or faced issues due to fraud. In many of these instances,\nthe customers of such Bitcoin spot markets were not compensated or made whole for the partial or complete losses of their account balances\nin such Bitcoin exchanges.

In\n2022, there were reports claiming that more than half of Bitcoin trading volume on digital asset exchanges was fake. Such reports alleged\nthat certain overseas exchanges have displayed suspicious trading activity suggestive of a variety of manipulative or fraudulent practices.\nOther academics and market observers have put forth evidence to support claims that manipulative trading activity has occurred on certain\nBitcoin exchanges. For example, in a 2017 paper titled “Price Manipulation in the Bitcoin Ecosystem” sponsored by the Interdisciplinary\nCyber Research Center at Tel Aviv University, a group of researchers used publicly available trading data, as well as leaked transaction\ndata from a 2014 Mt. Gox security breach, to identify and analyze the impact of “suspicious trading activity” on Mt. Gox\nbetween February and November 2013, which, according to the authors, caused the price of Bitcoin to increase from around $150 to more\nthan $1,000 over a two-month period. In August 2017, it was reported that a trader or group of traders nicknamed “Spoofy”\nwas placing large orders on Bitfinex without actually executing them, presumably in order to influence other investors into buying or\nselling by creating a false appearance that greater demand existed in the market. In December 2017, an anonymous blogger (publishing\nunder the pseudonym Bitfinex’d) cited publicly available trading data to support his or her claim that a trading bot nicknamed\n“Picasso” was pursuing a paint-the-tape-style manipulation strategy by buying and selling Bitcoin and Bitcoin Cash between\naffiliated accounts in order to create the appearance of substantial trading activity and thereby influence the price of such assets.

The\npotential consequences of a spot market’s failure or failure to prevent market manipulation could adversely affect the value of\nthe shares of our Common Stock. Any market abuse, and a loss of investor confidence in Bitcoin, may adversely impact pricing trends in\nBitcoin markets broadly, as well as an investment in shares of our Common Stock.

The\nprice of Bitcoin on available spot markets may be exposed to wash trading.

Spot\nmarkets on which Bitcoin trades, through which we may purchase Bitcoin, may be susceptible to wash trading. Wash trading occurs when\noffsetting trades are entered into for other than bona fide reasons, such as the desire to inflate reported trading volumes. Wash trading\nmay be motivated by non-economic reasons, such as a desire for increased visibility on popular websites that monitor markets for digital\nassets so as to improve their attractiveness to investors who look for maximum liquidity, or it may be motivated by the ability to attract\nlisting fees from token issuers who seek the most liquid and high-volume exchanges on which to list their coins. Results of wash trading\nmay include unexpected obstacles to trade and erroneous investment decisions based on false information.

Even\nin the United States, there have been allegations of wash trading even on regulated venues. Any actual or perceived false trading in\nthe digital asset exchange market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of Bitcoin\nand/or negatively affect the market perception of Bitcoin.

To\nthe extent that wash trading either occurs or appears to occur in spot markets on which Bitcoin trades, investors may develop negative\nperceptions about Bitcoin and the digital assets industry more broadly, which could adversely impact the price of Bitcoin and, therefore,\nthe price of shares of our Common Stock. Wash trading also may place more legitimate digital asset exchanges at a relative competitive\ndisadvantage.

The\nprice of Bitcoin on available spot markets may be exposed to front-running.

Spot\nmarkets on which Bitcoin trades, through which we may purchase Bitcoin, may be susceptible to “front-running,” which refers\nto the process when someone uses technology or market advantage to get prior knowledge of upcoming transactions. Front-running is a frequent\nactivity on centralized as well as decentralized exchanges. By using bots functioning on a millisecond-scale timeframe, bad actors are\nable to take advantage of the forthcoming price movement and make economic gains at the cost of those who had introduced these transactions.\nThe objective of a front runner is to buy a chunk of tokens at a low price and later sell them at a higher price while simultaneously\nexiting the position. Front-running happens via manipulations of gas prices or timestamps, also known as slow matching. To the extent\nthat front-running occurs, it may result in investor frustrations and concerns as to the price integrity of digital asset exchanges and\ndigital assets more generally.

Bitcoin\nis susceptible to various types of malicious attacks, including a “51% attack” and such an attack, even\ntemporarily, could adversely impact the price of Bitcoin and the value of shares of our Common Stock.

Digital\nasset networks, including the Bitcoin network, are subject to control by entities that capture a majority of the network’s computational\npower. If a single attacker, or a group of attackers acting in concert, control (even temporarily) a majority of the network mining power\n(known as hash rate) of the Bitcoin network, known as a “51%” attack, they could engage in harmful acts that could threaten\nthe integrity of the network. For example, such attackers could reverse completed transactions, approve or reject transactions solely\nfor their own benefit, or modify the ordering of transactions. This might allow these malicious actors to “double-spend”\ntheir own Bitcoin (i.e., spend the same Bitcoin in more than one transaction) and prevent the confirmation of other users’ transactions\nfor so long as it maintained control. To the extent that such malicious actors did not yield control of the processing power on the Bitcoin\nnetwork or the network community did not reject the fraudulent blocks as malicious, reversing any changes made to the Bitcoin network\nmay not be possible.

Further,\na malicious actor could create a flood of transactions in order to slow down confirmations of transactions on the Bitcoin network. For\nexample, on June 2, 2018, the Horizen network was the target of a double-spend attack by an unknown actor that gained more than 50% of\nthe processing power of the Horizen network. The attack was the result of delayed submission of blocks to the Horizen network. The core\ndevelopers of Zen subsequently implemented mitigation procedures to significantly increase the difficulty of attacks of this nature by\nintroducing a penalty for delayed block submissions.

Bitcoin\nmining pools, where miners combine their computational resources (hash power) to increase their chances of mining new blocks and earning\nrewards, have become a crucial part of the Bitcoin network. If large mining pools were to combine their resources and act maliciously,\nit could increase the risk of a 51% attack. Moreover, if a majority of miners used the same hardware to mine Bitcoin and such hardware\ncontained malicious code, it is possible that the distributor of that code could launch a 51% attack. For example, in May 2019, the Bitcoin\nCash network, a proof-of-work network, experienced a >50% attack when two large mining pools reversed a series of transactions to\nstop an unknown miner from taking advantage of a flaw in a recent Bitcoin Cash protocol upgrade. Although this particular attack was\narguably benevolent, certain individuals believe it negatively impacted the Bitcoin Cash network.

A\n51% attack is more likely to happen in the context of digital assets with smaller market capitalizations due to the reduced computing\npower threshold required to control a majority of a given network. Nevertheless, it is theoretically possible to mount a similar 51%\nattack on Bitcoin or other digital assets with large market capitalization. If the feasibility of a bad actor gaining control of the\nprocessing power on the Bitcoin network increases, there may be a negative effect on the value of Bitcoin and the value of the shares\nof our Common Stock.

There\nare only a few developers who have the authority to maintain the Bitcoin code. A malicious actor could obtain control over the Bitcoin\nnetwork by influencing or exerting control over one or more maintainers. The malicious actor could, for example, convince or pressure\na maintainer to modify the code in a manner that benefits the malicious actor. If such amended code is then unknowingly incorporated\nby a majority of miners, the malicious actor might be able to manipulate the bitcoin network to their benefit. To the extent the malicious\nactor is successful, and such amendments enable the malicious exploitation of the Bitcoin network, the risk that a malicious actor may\nbe able to obtain control of the Bitcoin network in this manner exists, which may adversely affect the value of our Common Stock.

To\nthe extent that the Bitcoin ecosystem, including the core developers and the administrators of mining pools, does not act to ensure greater\ndecentralization of mining processing power, the feasibility of a malicious actor obtaining control of the processing power on the Bitcoin\nnetwork will increase, which may adversely affect the value of the shares of our Common Stock.

If\nany of these exploitations or attacks occur, it could result in a loss of public confidence in Bitcoin and a decline in the value of\nBitcoin and, as a result, adversely impact shares of our Common Stock.

There\nis legal and regulatory uncertainty around Bitcoin and other digital assets, and our Bitcoin strategy could subject us to enhanced regulatory\noversight.

As\nnoted above, several spot Bitcoin ETPs have received approval from the SEC to list their shares on a U.S. national securities exchange\nwith continuous share creation and redemption at net asset value. Even though we are not, and do not function in the manner of, a spot\nBitcoin ETP, it is possible that we nevertheless could face regulatory scrutiny from the SEC or other federal or state agencies due to\nour Bitcoin holdings.

In\naddition, there has been increasing focus on the extent to which digital assets can be used to launder the proceeds of illegal activities,\nfund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing\nconflict between Russia and Ukraine. While we have implemented or intend to implement and maintain policies and procedures reasonably\ndesigned to promote compliance with applicable anti-money laundering, know-your-customer and sanctions laws and regulations and take\ncare to only acquire our Bitcoin through entities subject to anti-money laundering/know-your-customer regulation and related compliance\nrules in the United States, if we are found to have purchased any of our Bitcoin from bad actors that have used Bitcoin to launder money\nor from persons subject to sanctions, we may be subject to regulatory proceedings, investigations and any further transactions or dealings\nin Bitcoin by us may be restricted or prohibited.

At\nthe Closing, Legacy ProCap contributed its Bitcoin to us, and we use a portion of the Bitcoin and/or cash and cash equivalents to secure\nthe Convertible Notes. We may incur additional indebtedness or enter into other financial instruments in the future that may be collateralized\nby our Bitcoin holdings. We may also consider pursuing strategies to create income streams or otherwise generate funds using our Bitcoin\nholdings. These types of Bitcoin-related transactions may be the subject of enhanced regulatory oversight. These and any other Bitcoin-related\ntransactions we may enter into, beyond simply acquiring and holding Bitcoin, may subject us to additional regulatory compliance requirements\nand scrutiny, including under Federal and state money services regulations, money transmitter licensing requirements and various commodity\nand securities laws and regulations.

Additional\nlaws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection\nby FTX, one of the world’s largest cryptocurrency exchanges, in November 2022. While the financial and regulatory fallout from\nFTX’s collapse did not directly impact our business, financial condition or corporate assets, the FTX collapse may have increased\nregulatory focus on the digital assets industry. Increased enforcement activity and changes in the regulatory environment, including\nchanging interpretations and the implementation of new or varying regulatory requirements by the government or any new legislation affecting\nBitcoin, as well as enforcement actions involving or impacting our trading venues, counterparties and custodians, may impose significant\ncosts or significantly limit our ability to hold and transact in Bitcoin.

Bitcoin\ntrading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established\nasset classes.

Bitcoin\ntrading venues are relatively new and, in many cases, unregulated. Furthermore, there are many Bitcoin trading venues which do not provide\nthe public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance.\nAs a result, the marketplace may lose confidence in Bitcoin trading venues, including prominent exchanges that handle a significant volume\nof Bitcoin trading and/or are subject to regulatory oversight, in the event one or more Bitcoin trading venues cease or pause for a prolonged\nperiod the trading of Bitcoin or other digital assets, or experience fraud, significant volumes of withdrawal, security failures or operational\nproblems.

In\n2019 there were reports claiming that 80-95% of Bitcoin trading volume on trading venues was false or non-economic in nature, with specific\nfocus on unregulated exchanges located outside of the United States. The SEC also alleged as part of its June 5, 2023 complaint against\nBinance Holdings Ltd. that Binance committed strategic and targeted “wash trading” through its affiliates to artificially\ninflate the volume of certain digital assets traded on its exchange. The SEC has also brought recent actions against individuals and\ndigital asset market participants alleging that such persons artificially increased trading volumes in certain digital assets through\nwash trades, or repeated buying and selling of the same assets in fictitious transactions to manipulate their underlying trading price.\nSuch reports and allegations may indicate that the Bitcoin market is significantly smaller than expected and that the United States makes\nup a significantly larger percentage of the Bitcoin market than is commonly understood. Any actual or perceived wash trading in the Bitcoin\nmarket, and any other fraudulent or manipulative acts and practices, could adversely affect the value of our Bitcoin. Negative perception,\na lack of stability in the broader Bitcoin markets and the closure, temporary shutdown or operational disruption of Bitcoin trading venues,\nlending institutions, institutional investors, institutional miners, custodians, or other major participants in the Bitcoin ecosystem,\ndue to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result\nin a decline in confidence in Bitcoin and the broader Bitcoin ecosystem and greater volatility in the price of Bitcoin. Since 2018, the\nSEC has initiated a number of crypto and digital-asset-related enforcement actions. While the SEC has since requested the dismissal of\nseveral of these cases, the SEC or other regulatory agencies may initiate similar actions in the future, which could materially impact\nthe price of Bitcoin and our ability to own or transfer Bitcoin. As the price of our listed securities is affected by the value of our\nBitcoin holdings, the failure of a major participant in the Bitcoin ecosystem could have a material adverse effect on the market price\nof our listed securities.

In\naddition, private actors that are wary of Bitcoin or the regulatory concerns associated with Bitcoin have in the past taken and may in\nthe future take further actions that may have an adverse effect on our business or the market price of our listed securities.

Failure\nto maintain effective Anti-Money Laundering and Know Your Customer compliance policies could adversely affect our business, reputation,\nand regulatory standing.

We\nimplemented a comprehensive Know Your Customer (“KYC”) and Anti-Money Laundering (“AML”) Policy\ndesigned to comply with global AML and Counter-Terrorist Financing (“CTF”) laws and regulations. The policy includes\nboard-level governance, annual risk assessments, customer identification procedures, enhanced due diligence for high-risk customers,\nongoing transaction monitoring, daily sanctions screening, and prompt reporting of suspicious activities. We also conduct annual AML/KYC\ntraining for all employees and engage an independent third party to audit our program annually.

Despite\nthese measures, there can be no assurance that our policies and procedures will be fully effective in preventing the use of services\nfor money laundering, terrorist financing, or other illicit activities. The legal and regulatory landscape governing AML, KYC, and CTF\ncompliance continues to evolve, and we may be subject to increased scrutiny or new regulatory requirements in the jurisdictions in which\nwe operate. Any failure, or perceived failure, to maintain effective compliance programs could result in significant legal, financial,\nand reputational harm, including regulatory enforcement actions, monetary penalties, operational restrictions, and loss of business opportunities.

Moreover,\ndetecting and preventing such misuse is inherently challenging, and despite our efforts, we may not be able to identify all illicit activity\nin a timely manner or at all. Any such failure could harm our reputation, impair customer and partner confidence, and adversely affect\nour financial condition and results of operations.

We\ndo not have policies in place to address airdrops, incidental rights, or hard forks, and any failure to adopt or implement such policies\nin a timely manner could expose us to operational, legal, and compliance risks.

As\npart of our operations, we may be affected by events such as airdrops, the receipt of incidental rights, or blockchain protocol changes\nknown as hard forks. At present, we do not have formal policies or procedures in place to address the accounting, operational, tax, legal,\nor regulatory implications of these events. We plan to evaluate the need for such policies in consultation with our board of directors.\nWhile our audit committee and board of directors will monitor related risks as part of their oversight responsibilities, there can be\nno assurance that appropriate policies will be adopted or implemented in a timely manner, or at all.

The\nabsence of formalized policies increases our exposure to various risks, including inconsistent treatment of such events, potential violations\nof applicable laws or regulations, financial reporting inaccuracies, and operational inefficiencies. In addition, future receipt of digital\nassets through airdrops or forks may raise questions about our rights and obligations with respect to such assets, as well as potential\ntax liabilities. If we fail to appropriately address these issues, our business, financial condition, and results of operations could\nbe materially and adversely affected.

Our\nBitcoin holdings will be less liquid than existing cash and cash equivalents and may not be able to serve as a source of liquidity for\nus to the same extent as cash and cash equivalents.

Historically,\nthe Bitcoin market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign\ncurrencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation,\ncompliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and\ndecentralized network. During times of market instability, we may not be able to sell our Bitcoin at favorable prices or at all. For\nexample, a number of Bitcoin exchanges or other trading venues temporarily halted deposits and withdrawals in 2022. As a result, our\nBitcoin holdings may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. Further, Bitcoin\nwe hold with our custodians and transact with our trade execution partners will not enjoy the same protections as are available to cash\nor securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the\nSecurities Investor Protection Corporation. Additionally, we may be unable to enter into term loans or other capital raising transactions\ncollateralized by our unencumbered Bitcoin or otherwise generate funds using our Bitcoin holdings, including in particular during times\nof market instability or when the price of Bitcoin has declined significantly. If we are unable to sell our Bitcoin, enter into additional\ncapital raising transactions, including capital raising transactions using Bitcoin as collateral, or otherwise generate funds using our\nBitcoin holdings, or if we are forced to sell our Bitcoin at a significant loss, in order to meet our working capital requirements, our\nbusiness and financial condition could be negatively impacted.

If\nwe or our third-party service providers experience a security breach or cyber-attack and unauthorized parties obtain access to our Bitcoin\nassets, we may lose some or all of our Bitcoin assets temporarily or permanently and our financial condition and results of operations\ncould be materially adversely affected.

Substantially\nall of the Bitcoin we own is held in custody accounts at institutional-grade digital asset qualified custodians. As of October 6,\n2026, approximately 27% of our Bitcoin was held with Anchorage, and approximately 73% of our Bitcoin was held with\nBitGo. Any material failure by our partners to maintain the necessary controls, policies, and procedures to manage\nour Bitcoin could adversely impact our business, operating results, and financial condition. Security breaches and cyberattacks are of\nparticular concern with respect to our Bitcoin. Bitcoin and other blockchain-based cryptocurrencies and the entities that provide services\nto participants in the Bitcoin ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious\nactivities. A successful security breach or cyberattack could result in:

\n \n \n \n \n

●

a\n partial or total loss of our Bitcoin in a manner that may not be covered by insurance or the liability provisions of the custody\n agreements with the custodians who hold our Bitcoin;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	harm\n to our reputation and brand;

	●	improper\n disclosure of data and violations of applicable data privacy and other laws; or

	●	significant\n regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.

Further,\nany actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that\noperate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader\nBitcoin blockchain ecosystem or in the use of the Bitcoin network to conduct financial transactions, which could negatively impact us.

Attacks\nupon systems across a variety of industries, including industries related to Bitcoin, are increasing in frequency, persistence, and sophistication,\nand, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The\ntechniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets),\ndisable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized\nor detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party\nservice providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats,\nsystem errors or vulnerabilities or other irregularities. In particular, unauthorized parties have attempted, and we expect that they\nwill continue to attempt, to gain access to our systems and facilities, as well as those of our partners and third-party service providers,\nthrough various means, such as hacking, social engineering, phishing and fraud. Threats can come from a variety of sources, including\ncriminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks\ncould harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable,\nsometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative\nmeasures. The risk of cyberattacks could also be increased by cyberwarfare in connection with the ongoing Russia-Ukraine and Middle East\nconflicts, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future\nbreach of our operations or those of others in the Bitcoin industry, including third-party services on which we rely, could materially\nand adversely affect our business.

We\nface risks relating to the custody of our Bitcoin, including the loss or destruction of private keys required to access our Bitcoin and\ncyberattacks or other data loss relating to our Bitcoin, which could cause us to lose some or all of our Bitcoin.

We\nhold our Bitcoin with regulated qualified custodians at U.S.-based, institutional-grade custodians that have demonstrated records of\nregulatory compliance and information security. We do not anticipate that our custodial services contracts will restrict our ability\nto reallocate our Bitcoin among our custodians, and our Bitcoin holdings may be concentrated with a single custodian from time to time.\nIf there is a decrease in the availability of digital asset qualified custodians that we believe can safely custody our Bitcoin, for\nexample, due to regulatory developments or enforcement actions that cause custodians to discontinue or limit their services in the United\nStates, we may need to enter into agreements that are less favorable than our current agreements or take other measures to custody our\nBitcoin, and our ability to seek a greater degree of diversification in the use of custodial services would be materially adversely affected.

Our\ninsurance may only cover losses of a small fraction of the value of the entirety of our Bitcoin holdings, and there can be no guarantee\nthat such insurance will be maintained as part of the custodial services we will have or that such coverage will cover losses with respect\nto our Bitcoin. Moreover, our use of custodians exposes us to the risk that the Bitcoin our custodians hold on our behalf could be subject\nto insolvency proceedings and we could be treated as a general unsecured creditor of the custodian, inhibiting our ability to exercise\nownership rights with respect to such Bitcoin. Any loss associated with such insolvency proceedings is unlikely to be covered by any\ninsurance coverage we maintain related to our Bitcoin.

Bitcoin\nis controllable only by the possessor of both the unique public key and private key(s) relating to the local or online digital wallet\nin which the Bitcoin is held. While the Bitcoin blockchain ledger requires a public key relating to a digital wallet to be published\nwhen used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the Bitcoin\nheld in such wallet. To the extent our private key(s) for a digital wallet are lost, destroyed, or otherwise compromised and no backup\nof the private key(s) is accessible, neither we nor our custodians will be able to access the Bitcoin held in the related digital wallet.\nFurthermore, we cannot provide assurance that our digital wallets, nor the digital wallets of our custodians held on our behalf, will\nnot be compromised as a result of a cyberattack. The Bitcoin and blockchain ledger, as well as other digital assets and blockchain technologies,\nhave been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.

Regulatory,\nsupervisory, and market developments may limit the availability, terms or quality of custodial and other services for Bitcoin.

The\nnumber of financial institutions and other service providers that offer custodial and related services for Bitcoin remains limited relative\nto traditional asset classes, and those services may be concentrated among a relatively small number of providers. Applicable laws, regulations\nand supervisory expectations, as well as the risk appetite, operational capacity, financial condition and commercial terms of individual\nproviders, may affect the availability, cost, scope and quality of custodial services for Bitcoin, and a provider may limit, condition,\nsuspend or discontinue those services. Custodial arrangements for Bitcoin are also subject to operational, cybersecurity, key management,\nfraud, insolvency and legal risks, including uncertainty as to the treatment of digital assets held by a custodian in an insolvency proceeding.\nAny of these developments could increase the cost of, or reduce access to, custodial services for Bitcoin and could adversely affect\nour ability to hold or transact in Bitcoin.

Regulatory\nchange reclassifying Bitcoin as a security could lead to our classification as an “investment company”\nunder the Investment Company Act and could adversely affect the market price of Bitcoin and the market price of our listed securities.\nAny such regulatory change could also require us to institute burdensome regulatory requirements, and our activities may be restricted.\nWe are not subject to the legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded\nfunds, or to obligations applicable to investment advisers, which could pose risks to investors.

Our\nassets are concentrated in our Bitcoin holdings. The CFTC has asserted regulatory authority over Bitcoin and courts have generally accepted\nthat Bitcoin falls under the CFTC’s purview for commodities regulation. In March 2026, the SEC issued an interpretation, accompanied\nby related guidance from the CFTC, in which the SEC concluded that, based on its understanding of their characteristics, terms and functions\nas of the date of that release, certain crypto assets, including Bitcoin, are digital commodities that are not themselves securities\nfor purposes of the federal securities laws. That interpretation does not supersede or replace the judicial test used to determine whether\na contract, transaction or scheme is an investment contract, is based on the SEC’s current understanding of the crypto asset markets,\nand is subject to refinement, revision or withdrawal by the SEC. If the characteristics, terms or functions of Bitcoin change, if applicable\nlaw or judicial interpretations change, or if the SEC were to revise its interpretation or otherwise determine that Bitcoin is a security,\nwe could be classified as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment\nCompany Act”), which would subject us to significant additional regulatory controls, fines or other penalties that could have\na material adverse effect on our ability to execute on our Bitcoin strategy and our business and operations, and may also require us\nto substantially change or restructure the manner in which we conduct our business, including discontinuing certain products or services.\nWe cannot assure investors that, under certain conditions, changed circumstances, or changes in the law, we may not become subject to\nthe Investment Company Act or other burdensome regulations.

In\naddition, if Bitcoin is determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions\nimposed by such a determination could adversely affect the market price of Bitcoin and in turn adversely affect the market price of our\nlisted securities.

If\nwe were to become subject to the legal and regulatory obligations that apply to investment companies such as mutual funds and ETFs, or\nto obligations applicable to investment advisers, the costs of compliance could be burdensome and could prevent us from executing our\nBitcoin strategy.

Mutual\nfunds, exchange-traded funds (“ETFs”) and their directors and management are subject to extensive regulation as “investment\ncompanies” and “investment advisers,” as applicable, under U.S. federal and state law; this regulation is intended\nfor the benefit and protection of investors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations.\nThis means, among other things, that the execution of or changes to our policy establishing Bitcoin as our primary treasury reserve asset\n(the “Treasury Reserve Policy”) or our Bitcoin strategy, our use of leverage, the manner in which our Bitcoin is custodied,\nour ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to\nthe extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. Our board\nof directors has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our\nBitcoin holdings or other activities it may pursue, and has the power to change our current policies, including our strategy of acquiring\nand holding Bitcoin. Registration under, and compliance with, the Advisers Act could be costly and could divert attention of us and our\ndirectors. If registration is required, there can be no assurance that necessary approvals will be obtained, or that statutory, regulatory,\njudicial, or administrative interpretations of existing laws and regulations will not in the future impose more comprehensive or stringent\nrequirements on us and our directors.

Our\nBitcoin strategy exposes us to risk of non-performance by counterparties, including in particular risks related to our custodians.

Our\nBitcoin strategy exposes us to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance\nincludes inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition\nand liquidity or for any other reason. For example, our execution partners, custodians, or other counterparties might fail to perform\nin accordance with the terms of our agreements with them, which could result in a loss of Bitcoin, a loss of the opportunity to generate\nfunds, or other losses.

Our\nprimary counterparty risk with respect to our Bitcoin is custodian performance obligations under the custody arrangements we have entered\ninto. A series of relatively recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events\nrelating to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital,\nCelsius Network, Voyager Digital, FTX Trading and Genesis Global Capital, among others, and the filing and subsequent settlement of a\ncivil fraud lawsuit by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc.,\nand its former partner Gemini Trust Company have highlighted the perceived and actual counterparty risk applicable to digital asset ownership\nand trading. Although these bankruptcies, closures and liquidations have not resulted in any loss or misappropriation of our Bitcoin,\nnor have such events adversely impacted our access to our Bitcoin, legal precedent created in these bankruptcy and other proceedings\nmay increase the risk of future rulings adverse to our interests in the event one or more of our custodians becomes a debtor in a bankruptcy\ncase or is the subject of other liquidation, insolvency or similar proceedings.

While\nour custodians are subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership or\nsimilar insolvency proceeding, no assurance can be provided that our custodially-held Bitcoin will not become part of the custodian’s\ninsolvency estate if one or more of our custodians enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if\nwe pursue any strategies to create income streams or otherwise generate funds using our Bitcoin holdings, we would become subject to\nadditional counterparty risks. Any significant non-performance by counterparties, including in particular the custodians with which we\ncustody substantially all of our Bitcoin, could have a material adverse effect on our business, prospects, financial condition, and operating\nresults.

We\nmay pursue strategies to generate income or liquidity from our Bitcoin holdings, such as lending, staking, or entering into other arrangements,\nwhich could significantly increase our exposure to counterparty, credit, and operational risks.

In\naddition to the risks associated with the custody of our Bitcoin, we may from time to time pursue strategies to generate income or liquidity\nfrom our Bitcoin holdings, including lending Bitcoin to third parties, entering into repurchase or derivative arrangements, staking assets\n(including other cryptocurrency assets, although Bitcoin itself does not natively support staking), or using our holdings in other ways\nthat may involve the transfer or encumbrance of digital assets. These strategies inherently involve heightened counterparty risk, particularly\nwhere our Bitcoin is transferred to or held by third parties for purposes of collateralization, lending, or income generation. Any such\narrangements could expose us to the risk of loss in the event of the counterparty’s default, insolvency, fraud, or mismanagement.\nIn addition, these activities may subject us to complex legal, regulatory, and tax regimes that continue to evolve and remain uncertain.\nIf a counterparty fails to return our Bitcoin as expected, or if our rights in such arrangements are not enforceable in the event of\ninsolvency or other adverse proceedings, we could suffer substantial losses. These risks could have a material adverse effect on our\nbusiness, financial condition, and results of operations.

The\nregulatory treatment of staking remains subject to further development and change. In March 2026, the SEC issued an interpretation, accompanied\nby related guidance from the CFTC, addressing the status under the federal securities laws of certain protocol staking activities on\nproof-of-stake networks, including self staking, self-custodial staking directly with a third party, custodial arrangements and liquid\nstaking, as well as certain ancillary services. The SEC concluded that those activities, conducted in the manner and under the circumstances\ndescribed in that release, do not involve the offer and sale of a security. That interpretation supersedes prior statements of the SEC\nstaff on these topics, including the statements issued by the Division of Corporation Finance on May 29, 2025 and August 5, 2025. The\ninterpretation is nonetheless limited to the activities and circumstances it describes. It does not address “restaking,”\nand it does not extend to arrangements in which the service provider determines whether, when or how much of a customer’s assets\nto stake, or guarantees or otherwise sets the amount of rewards. The interpretation also does not supersede or replace the judicial test\nused to determine whether a contract, transaction or scheme is an investment contract, is based on the SEC’s current understanding\nof the crypto asset markets, and is subject to refinement, revision or withdrawal, including in response to public comment. Staking arrangements\nalso remain subject to state, tax and non-U.S. requirements that continue to develop, and a change in law, judicial interpretation or\nregulatory policy could subject staking arrangements to registration or other requirements under the federal securities laws.

In\naddition, staking often involves the risk of “slashing,” a mechanism by which staked assets may be forfeited due to network\nrule violations or technical errors. Staked assets may also be subject to bonding and unbonding periods, lock-up periods or delayed withdrawal\nwindows, limiting liquidity and financial flexibility. Staking typically requires reliance on third-party custodians or validator infrastructure,\nincreasing exposure to cybersecurity threats, loss of access to digital wallets, or operational failures. These risks, combined with\nthe evolving and complex nature of staking protocols, could result in asset loss, reduced returns, or other adverse effects on our business,\nfinancial condition, and results of operations.

Because\na substantial portion of our total assets consists of Bitcoin, a prolonged decline in the market price of Bitcoin could cause us to fall\nbelow Nasdaq’s continued listing standards for minimum stockholders’ equity or market value of listed securities.

A\nsignificant portion of our total assets is comprised of Bitcoin, and as a result, the value of our assets will be highly sensitive to\nfluctuations in the market price of Bitcoin. Nasdaq’s continued listing standards require listed companies to maintain certain\nminimum levels of stockholders’ equity and market value of listed securities. If the market price of Bitcoin were to experience\na prolonged or severe decline, the value of our Bitcoin holdings - and consequently, our total assets and stockholders’ equity\n- could decrease substantially. Such a decline could cause us to fall below the minimum requirements for continued listing on Nasdaq,\nincluding the minimum stockholders’ equity or market value of listed securities. If we were to fail to satisfy these continued\nlisting standards, Nasdaq could initiate delisting proceedings, which would likely have a material adverse effect on the liquidity and\nmarket price of our Common Stock. Delisting could also impair our ability to access capital markets, attract and retain investors, and\nexecute our business strategy. Even the risk of potential delisting could negatively impact investor confidence and the value of our\nCommon Stock.

Negative\ndevelopments in the cryptocurrency industry - including fraud, cybercrime or platform failures - may result in unfavorable publicity\nand could impact investor sentiment with respect to us even if we are not directly involved in any of the reported events.

The\ncryptocurrency industry has been subject to a number of high-profile negative developments, including instances of fraud, theft, cyberattacks,\nregulatory enforcement actions, and failures or insolvencies of major trading platforms and custodians. Even if we are not directly involved\nin or affected by such events, negative publicity and heightened scrutiny of the cryptocurrency industry as a whole could adversely impact\ninvestor sentiment toward companies with significant exposure to digital assets, including ours. For example, reports of security breaches,\nmismanagement, or criminal activity at other cryptocurrency companies or exchanges may lead to increased concerns about the safety and\nlegitimacy of digital assets generally, which could result in reduced demand for our Common Stock, increased volatility in our share\nprice, and greater difficulty in raising capital or maintaining business relationships. In addition, negative industry developments may\nprompt regulatory authorities to impose stricter requirements or oversight, which could increase our compliance costs and operational\nrisks. The perception of heightened risk in the cryptocurrency sector, regardless of our actual involvement or risk profile, could therefore\nhave a material adverse effect on our reputation, business, financial condition, and results of operations.

We\nmay engage in staking activities with respect to digital assets that we hold, which could expose us to significant risks, including\nregulatory, operational, and financial risks.

Staking\ninvolves committing digital assets to support the operations of a blockchain network, including transaction validation and governance,\nin exchange for potential rewards. The regulatory treatment of staking remains uncertain, but the SEC recently issued a statement providing\nthat certain cryptoasset staking activities in connection with proof-of-stake networks do not create investment contracts that would\nrequire registration under the federal securities laws. Specifically, the SEC’s Division of Corporation Finance issued a statement\non May 29, 2025, stating that protocol staking activities, such as self-staking and custodial staking, are not considered investment\ncontracts under the Howey test. This means that these activities do not involve the offer or sale of securities and are not subject to\nregistration requirements under federal securities laws. However, this statement is narrowly framed and fact-dependent, and does not\naddress all variations of staking, including “liquid staking” and “restaking.” Additionally, the SEC statement\nis non-binding and does not foreclose contrary SEC guidance or enforcement activity.

In\naddition, staking often involves the risk of “slashing,” a mechanism by which staked assets may be forfeited due to network\nrule violations or technical errors. Staked assets may also be subject to lock-up periods or delayed withdrawal windows, limiting liquidity\nand financial flexibility. Furthermore, staking typically requires reliance on third-party custodians or validator infrastructure, increasing\nexposure to cybersecurity threats, loss of access to digital wallets, or operational failures. These risks, combined with the evolving\nand complex nature of staking protocols, could result in asset loss, reduced returns, or other adverse effects on our business, financial\ncondition, and results of operations.

Changes\nto the protocols underlying blockchain networks, including soft forks and hard forks, may result in significant disruptions, chain splits,\nor divergence in asset values, any of which could materially and adversely affect the value of our digital asset holdings and our business\noperations.

Blockchain\nnetworks, such as Bitcoin, operate on open-source protocols that are not centrally governed. As a result, changes to these protocols\n- whether through “soft forks” that maintain backward compatibility or “hard forks” that create incompatible\nversions - are typically initiated and adopted through community consensus. For certain changes, such as soft forks, miners may signal\ntheir support with hash power, but ultimate enforcement of rule changes is determined by the node operators who validate transactions\nand blocks. If a substantial portion of nodes rejects a proposed change, especially in the context of a hard fork, the network may experience\na chain split in which two or more divergent versions of the blockchain emerge.

Such\nchain splits can lead to operational disruptions, security vulnerabilities, or significant uncertainty regarding which blockchain version\nwill be recognized as the “main” chain. In the event of a fork, we may hold or receive assets on multiple chains, which could\nresult in unexpected tax, legal, or accounting consequences, or may expose us to technical or custodial risks. Additionally, forks can\ncause volatility in the price and liquidity of digital assets held by us, particularly if there is a lack of consensus among network\nparticipants or divergence in community support, market acceptance, or exchange listings. These risks could adversely impact the value\nof our digital assets, impair our ability to generate revenue or pursue our business strategies, and result in increased compliance,\nlegal, or operational costs.

Risks\nRelated to Being a Public Company

The\nmarket price of our Common Stock may be volatile and decline materially as a result of volatility in Bitcoin or the digital asset markets\ngenerally, or for other reasons. You should be aware that you may lose some or all of your investment.

The\ntrading price of our Common Stock is likely to be volatile. The stock market has recently experienced and in the future may experience\nextreme volatility. This volatility has often been unrelated or disproportionate to the operating performance of particular companies.\nYou may not be able to resell your shares of our Common Stock at an attractive price due to a number of factors such as the following:

	●	our\n operating and financial performance and prospects;

	●	risk\n of our credit rating being downgraded;

	●	our\n quarterly or annual earnings or those of other companies in our industry compared to market expectations;

	●	conditions\n that impact demand for our future products and/or services;

	●	future\n announcements concerning our business, our customers’ businesses or our competitors’ businesses;

	●	the\n public’s reaction to our press releases or other public announcements and filings with the SEC;

	●	the\n market’s reaction to our reduced disclosure and other requirements as a result of being an “emerging growth company”\n under the JOBS Act;

	●	the\n size of our public float;

	●	volatility\n in Bitcoin, our principal asset;

	●	coverage\n by or changes in financial estimates by securities analysts or failure to meet their expectations;

	●	market\n and industry perception of our success, or lack thereof, in pursuing our strategy;

	●	strategic\n actions by us or our competitors, such as acquisitions or restructurings;

	●	changes\n in laws or regulations which adversely affect our industry or us;

	●	privacy\n and data protection laws, privacy or data breaches, or the loss of data;

	●	changes\n in our accounting standards, policies, guidance, interpretations or principles;

	●	changes\n in our senior management or key personnel;

	● \n \n ●	issuances,\n exchanges or sales, or expected issuances, exchanges or sales of our Common Stock; \n \n repurchases\n of our Common Stock pursuant to pre-approved buyback programs;

	●	changes\n in our dividend policy;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	failure\n by us to comply with regulatory requirements, including those related to governance and control requirements in particular jurisdictions,\n international sanctions or a change in regulations or enforcement policies that adversely affects our operations;

	●	adverse\n resolution of new or pending investigation, regulatory action or litigation against us; and

	●	changes\n in general market, economic and political conditions in the United States and other global economies or financial markets, including\n those resulting from inflation and related monetary policy in response to inflation, natural disasters, terrorist attacks, acts of\n war and responses to such events.

These\nbroad market and industry factors may materially reduce the market price of our Common Stock, regardless of our operating performance.\nIn addition, price volatility may be greater if the public float and trading volume of our Common Stock is low. As a result, you may\nsuffer a loss on your investment. Our share price may be exposed to additional risks because our business will become a public company\nthrough a “de-SPAC” transaction. There has been increased focus by government agencies on such transactions, and we expect\nthat increased focus to continue. We may be subject to increased scrutiny by the SEC and other government agencies on holders of our\nsecurities as a result, which could adversely affect the price of our Common Stock.

Our\nability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. Our failure to raise\ncapital when needed could harm our business, operating results and financial condition.

We\ncannot be certain whether we will generate sufficient cash through our provision of Bitcoin products or the active management of our\nBitcoin holdings to fund future operations or growth of our business. Additional financing may not be available on favorable terms, if\nat all. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could\nharm our business, operating results and financial condition. We incurred debt at Closing pursuant to the issuance of the Convertible\nNotes, and may from time to time incur additional debt in order to further our Bitcoin acquisition strategy. If we incur additional debt,\nthe debt holders could also have rights senior to holders of our Common Stock to make claims on our assets. The terms of any debt could\nrestrict our operations, including our ability to pay dividends on our Common Stock. As a result, holders of our Common Stock will bear\nthe risk of future issuances of debt securities reducing the value of our Common Stock.

Holders\nof our Common Stock will experience dilution in the future due to the exercise of outstanding Warrants, any conversion of the Convertible\nNotes, the issuance of shares of Common Stock under our equity incentive plan, the issuance of shares of Common Stock in connection with\nour acquisition of CFO Silvia, including any earnout shares, and any future issuances of our equity securities.

We\ncurrently have outstanding Warrants and Convertible Notes. The number of shares of Common Stock issuable upon exercise of the Warrants\nor conversion of the Convertible Notes may increase, and the applicable exercise or conversion price may decrease, as a result of anti-dilution\nor other adjustment provisions contained in those instruments, including in connection with stock splits, stock dividends, certain distributions\nor issuances of Common Stock at prices below the applicable exercise or conversion price, and any such adjustment would increase the\ndilution to our existing stockholders. In addition, on April 6, 2026, in connection with the closing of our acquisition of CFO Silvia,\nwe issued 7,516,951 shares of Common Stock as closing consideration and deposited 900,000 shares of Common Stock into escrow, and we\nmay be required to issue up to 9,000,000 additional shares of Common Stock as earnout consideration if certain conditions are satisfied.\nThe shares issued as closing consideration and deposited into escrow are outstanding, and the dilution resulting from those shares has\nalready occurred. Any earnout shares would be issued after the date of this prospectus and would result in additional dilution to our\nexisting stockholders.

Following\nthe approval by our stockholders of an amendment to our 2025 Equity Incentive Plan (the “Incentive Plan”) at that\nannual meeting, the aggregate share reserve under that plan is 24,733,020 shares of Common Stock, and on May 18, 2026 we filed a registration\nstatement on Form S-8 registering the additional 12,000,000 shares approved at that annual meeting of Common Stock issuable\nunder that plan. Awards under our equity incentive plan may be granted with exercise, purchase or reference prices below the then-current\nmarket price of our Common Stock, and shares registered on Form S-8 are generally available for resale in the public market upon issuance,\nsubject to applicable restrictions for our affiliates. Our board of directors may also adopt additional equity compensation plans, seek\nstockholder approval to increase the number of shares reserved under our existing plan, or grant equity awards outside of that plan,\nincluding inducement awards in connection with acquisitions or new hires.

We\nmay also pursue additional acquisitions and may pay all or a portion of the consideration for any such transaction in shares of Common\nStock or other equity or equity-linked securities, including through escrow, holdback, contingent consideration or earnout arrangements\nthat result in the issuance of additional shares after closing. Where the number of shares issuable in a transaction is determined by\nreference to the trading price of our Common Stock, a decline in that price would increase the number of shares issued and the resulting\ndilution to our existing stockholders. We may also assume, or issue replacement awards in respect of, equity awards, warrants or convertible\nor other equity-linked instruments of an acquired company, which would further increase the number of shares of Common Stock issuable\nby us.

We\nmay also issue additional shares of Common Stock or other equity or equity-linked securities from time to time in public or private offerings,\nincluding registered offerings under an effective shelf registration statement, sales under an “at-the-market” offering program,\nor privately negotiated transactions, in order to raise capital, to repay, refinance or satisfy indebtedness, including the Convertible\nNotes, or for other corporate purposes. Any such securities may be issued at prices below the then-current market price of our Common\nStock and may have rights, preferences or privileges senior to those of our Common Stock. We may not be able to sell such securities on terms favorable to us, or at all.

The\nexercise of our Warrants, the conversion of the Convertible Notes, the issuance of any earnout shares, the issuance of shares of Common\nStock under our equity incentive plan and the issuance of additional shares of our Common Stock or other equity-linked securities will\ndilute the ownership interests of our existing stockholders and may adversely affect the market price of our Common Stock. In addition,\nthe sale of a substantial number of shares of Common Stock issued or issuable upon exercise, conversion, vesting or settlement of these\nsecurities, or the perception that such sales could occur, could place downward pressure on the market price of our Common Stock, whether\nor not those sales actually occur. Holders of the Convertible Notes may also engage in hedging or short sale transactions in our Common\nStock, which could have a similar effect. These issuances may also reduce our earnings or net asset value per share, may make it more\ndifficult for us to raise capital on favorable terms and may reduce the voting power and relative ownership percentage of our existing\nstockholders.

The\nissuance of additional shares or convertible securities by us could make it difficult for another company to acquire us, may dilute the\nownership of holders of our Common Stock and could adversely affect the price of our Common Stock.

We\nmay obtain additional financing and may issue additional shares and/or offer debt or other equity securities, including senior or subordinated\nnotes, debt securities convertible into equity and/or preferred shares. Issuing additional shares of our Common Stock, other equity securities,\nand/or securities convertible into equity may dilute the economic and voting rights of our existing shareholders, reduce the market price\nof outstanding shares of our Common Stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion\nratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued,\ncould have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit\nour ability to pay dividends to the holders of our Common Stock. The potential issuance of additional securities may delay or prevent\na change in control of us, discourage bids for our securities at a premium to the market price, and materially and adversely affect the\nmarket price and the voting and other rights of the holders of our securities, including our Common Stock. Our decision to issue securities\nin any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount,\ntiming or nature of our future offerings. As a result, holders of our Common Stock bear the risk that our future offerings and exercise\nof any options under any stock option plans that we may implement may reduce the market price of our Common Stock and dilute their percentage\nownership.

We\nhave incurred, and will continue to incur, significant costs as a result of being a public company, including additional legal, accounting,\ninsurance and other expenses, as well as costs associated with public company reporting requirements, including the ability to maintain\nan effective system of internal controls and compliance.

We\nhave incurred, and will continue to incur, significant legal, accounting, insurance and other expenses, including costs associated with\npublic company reporting requirements. We also will incur significant costs associated with complying with the requirements of the Sarbanes-Oxley\nAct, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and related rules implemented by the SEC and Nasdaq, or any\nother national securities exchange on which we may list our securities. These laws and regulations could make it more difficult or costly\nfor us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced\nto accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. Additionally,\nthere can be no assurance that we will comply with all relevant statutory and regulatory requirements or that deficiencies in our internal\ncontrols and compliance will not arise, or that we will be able to implement, and continue to maintain, adequate measures to rectify\nor mitigate any such deficiencies in our internal controls, in a timely manner or at all. We cannot assure you that there will be no\ninstances of inadvertent non-compliance with statutory requirements, which may subject us to regulatory action, including monetary penalties,\nwhich may adversely affect our business and reputation. Furthermore, these laws and regulations could also make it more difficult for\nus to attract and retain qualified persons to serve on our Board or board committees or as executive officers. If we are unable to satisfy\nour obligations as a public company, we could be subject to delisting of our Common Stock, fines, sanctions and other regulatory action\nand potentially civil litigation.

Our\nmanagement team has limited experience managing and operating a U.S. public company.

Certain\nmembers of our management team have limited experience managing and operating a U.S. publicly traded company, interacting with U.S. public\ncompany investors, and complying with the increasingly complex laws pertaining to U.S. public companies. Being a U.S. public company\nsubjects us to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny\nof securities analysts and investors. These obligations and constituents require significant attention from our senior management and\ncould divert their attention away from the day-to-day management of our business. We may not have adequate personnel with the appropriate\nlevel of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required\nof U.S. public companies, and, as described below, we have identified a material weakness in our internal control over financial reporting.\nThe development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required\nof a public company may require costs greater than expected. To support our operations as a U.S. public company, we plan to recruit additional\nqualified employees or external consultants with relevant experience, which will increase our operating costs in future periods. Should\nany of these factors materialize, our business, financial condition and results of operations could be adversely affected.

We\nhave identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses\nin the future. If we are unable to remediate the material weakness and maintain effective internal controls, the accuracy and timeliness\nof our financial reporting may be adversely affected, which could cause the market price of our Common Stock to decline, lessen investor\nconfidence and harm our business.

As\na public company, we are subject to significant requirements for enhanced financial reporting and internal controls. The process of designing\nand implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business\nand the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate\nto satisfy our reporting obligations as a public company. The rules governing the standards that must be met for our management to assess\nour internal control over financial reporting are complex and require significant documentation, testing and possible remediation, and\ntesting and maintaining internal controls may divert our management’s attention from other matters that are important to our business.

In\nconnection with the preparation of our financial statements for the period from June 17, 2025 (inception) through December 31, 2025,\nwe identified a material weakness in our internal control over financial reporting relating to (i) inadequate segregation of duties and\nineffective risk assessment and (ii) insufficient written policies and procedures for accounting and financial reporting with respect\nto the requirements and application of both generally accepted accounting principles and SEC guidelines. A material weakness is a deficiency,\nor a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material\nmisstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As\na result of the material weakness, our management, with the participation of our Chief Executive Officer and our Chief Financial Officer,\nconcluded that our disclosure controls and procedures were not effective as of December 31, 2025 or as of June 30, 2026. Our Annual Report\non Form 10-K for the period ended December 31, 2025 did not include a report of management’s assessment regarding internal control\nover financial reporting, or an attestation report of our independent registered public accounting firm, in reliance on the transition\nperiod established by the rules of the SEC for newly public companies. We will be required to furnish a report of management’s\nassessment of the effectiveness of our internal control over financial reporting beginning with our Annual Report on Form 10-K for the\nfiscal year ending December 31, 2026. For so long as we remain an emerging growth company, and for so long as we otherwise remain a non-accelerated\nfiler, we will not be required to obtain an attestation report from our independent registered public accounting firm on the effectiveness\nof our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. At such time as we are first required\nto obtain such an attestation report, our independent registered public accounting firm may be unable to issue an unqualified opinion\nif any material weakness has not then been remediated.

We,\nwith oversight from our audit committee (the “Audit Committee”), are in the process of developing and implementing\na remediation plan specific to the material weakness, which is expected to include the adequate segregation of duties, effective risk\nassessment and the implementation of written policies and procedures for accounting and financial reporting. However, the material weakness\nwill not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded,\nthrough testing, that the related controls are operating effectively. Our remediation efforts are expected to require us to hire additional\naccounting, finance and internal audit personnel with public company reporting and technical accounting experience, to engage outside\nadvisors and to implement new accounting and financial reporting systems, each of which will increase our operating expenses. Competition\nfor personnel with these skills is intense, and we may be unable to hire or retain them on acceptable terms or at all. We can provide\nno assurance that the measures we take will be sufficient to remediate the material weakness, that we will complete our remediation within\nany particular timeframe, or that additional material weaknesses or significant deficiencies will not be identified in the future.

Substantially\nall of our assets consist of Bitcoin held through third-party custodians, and our internal control over financial reporting depends in\npart on controls over the custody, transfer, reconciliation and periodic verification of our Bitcoin holdings, on the fair value measurement\nof those holdings and on our ability to obtain and rely upon control reports of our custodians. A deficiency in those controls, or in\nthe controls of our custodians, could result in errors in our reported holdings or in the loss, theft or misappropriation of our Bitcoin,\nwhich may be irreversible and for which we may have limited or no recourse. In addition, we may exclude businesses that we acquire from\nthe scope of our assessment of the effectiveness of our internal control over financial reporting for up to one year following the date\nof acquisition, and the internal controls of an acquired business may be less developed than our own.

If\nwe are unable to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section\n404 of the Sarbanes-Oxley Act, or if our independent registered public accounting firm is unable, when it is required to do so, to issue\nan unqualified attestation report on the effectiveness of our internal control over financial reporting, investors could lose confidence\nin our reported financial information, which could have a material adverse effect on the trading price of our Common Stock. Failure to\nremediate the material weakness described above, or any material weakness identified in the future, or to implement or maintain other\neffective control systems required of public companies, could also result in material misstatements in our financial statements or in\nthe restatement of previously issued financial statements, cause us to fail to meet our reporting obligations on a timely basis, subject\nus to regulatory scrutiny, SEC investigation or enforcement action and litigation by our stockholders, adversely affect our ability to\nsatisfy the continued listing standards of Nasdaq, impair our eligibility to use short-form registration statements on Form S-3 and our\nability to conduct registered offerings, including under any at-the-market offering program, and restrict our future access to the capital\nmarkets.

Our\nfailure to timely and effectively implement controls and procedures required by Sections 302 and 404(a) of the Sarbanes-Oxley Act that\nare applicable to us could have a material adverse effect on our business, financial condition, results of operations, cash flow and\nprospects.

We\nare subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of The Nasdaq Global\nMarket. Section 302 of the Sarbanes-Oxley Act requires, among other things, that we report on and evaluate the effectiveness of our disclosure\ncontrols and procedures in our quarterly and annual reports. Section 404 of the Sarbanes-Oxley Act requires us to evaluate the effectiveness\nof our internal control over financial reporting as of the end of each fiscal year, including a management report assessing the effectiveness\nof our internal control over financial reporting. Our Annual Report on Form 10-K for the period ended December 31, 2025 did not include\na report of management’s assessment regarding internal control over financial reporting in reliance on the transition period established\nby the rules of the SEC for newly public companies, and we expect that management’s report will be required beginning with our\nAnnual Report on Form 10-K for the fiscal year ending December 31, 2026. Additionally, once we cease to be an emerging growth company,\nour independent registered public accounting firm will also be required to attest to the effectiveness of our internal control over financial\nreporting in each Annual Report on Form 10-K to be filed with the SEC. As described above, we have identified a material weakness in\nour internal control over financial reporting, and we may in the future identify additional material weaknesses or significant deficiencies\nthat we may be unable to remedy before the requisite deadline for those reports. Our ability to comply with the annual internal control\nreporting requirements will depend on the effectiveness of our financial reporting and data systems and controls across our company.\nWe expect these systems and controls to involve significant expenditures and to become increasingly complex as our business grows. To\neffectively manage this complexity, we will need to continue to improve our operational, financial and management controls and our reporting\nsystems and procedures. Any weaknesses or deficiencies or any failure to implement required new or improved controls, or difficulties\nencountered in the implementation or operation of these controls, could harm our operating results and cause us to fail to meet our financial\nreporting obligations or result in material misstatements or omissions in our financial statements, which could adversely affect our\nbusiness, invite regulatory scrutiny, and reduce the market price of our Common Stock.

We\nmust satisfy the requirements for continued listing on Nasdaq, including its independent director and audit committee requirements, and\nany failure to do so could result in the delisting of our Common Stock and our Warrants.

Our\nCommon Stock and Public Warrants are listed on Nasdaq. To maintain that listing, we must satisfy Nasdaq’s continued listing requirements,\nincluding corporate governance requirements relating to the composition of our Board of Directors and our Audit Committee. From time\nto time, we may not be in compliance with one or more requirements, as occurred following a director resignation in January 2026 that\nis described in our Current Report on Form 8-K filed with the SEC on January 23, 2026. Although we regained compliance and that matter\nhas been closed by Nasdaq, we cannot assure you that we will remain in compliance with all applicable Nasdaq requirements in the future.\nIf we fail to satisfy Nasdaq’s continued listing requirements and do not timely regain compliance, Nasdaq could commence suspension\nor delisting procedures, which could reduce the liquidity and market price of our Common Stock and impair our ability to raise capital.

We\nare an “emerging growth company.” The reduced public company reporting requirements applicable to emerging\ngrowth companies may make our Common Stock less attractive to investors.

We\nqualify as an “emerging growth company,” as defined in the JOBS Act. While we remain an emerging growth company, we will\nbe permitted to, and plans to, rely on exemptions from certain disclosure requirements that are applicable to other public companies\nthat are not emerging growth companies. These provisions include: (i) an exemption from compliance with the auditor attestation requirement\nin the assessment of our internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley, (ii) not being required\nto comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation\nor a supplement to the auditor’s report providing additional information about the audit and the financial statements, (iii) reduced\ndisclosure obligations regarding executive compensation arrangements in our periodic reports, registration statements and proxy statements,\nand (iv) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of\nany golden parachute payments not previously approved. As a result, the information we provide will be different than the information\nthat is available with respect to other public companies that are not emerging growth companies.

In\naddition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with\nnew or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company.\nAn emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply\nto private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the\nrequirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable.

We\ncannot predict whether investors will find our Common Stock less attractive if we rely on these exemptions. If some investors find our\nCommon Stock less attractive as a result, there may be a less active trading market for Common Stock. The market price of our Common\nStock may be more volatile.

We\nexpect to remain an emerging growth company until the earlier of (i) the last day of the fiscal year (1) following the fifth anniversary\nof the consummation of the Business Combination, (2) in which we have total annual gross revenue of at least $1.235 billion, or (3) in\nwhich we are deemed to be a large accelerated filer, which means the market value of our Common Stock that is held by non-affiliates\nequaled or exceeded $700 million as of the end of that year’s second fiscal quarter, and (ii) the date on which we have issued\nmore than $1.00 billion in non-convertible debt securities during the prior three-year period.

Our\nCharter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings\nthat may be initiated by our stockholders, and also provide that the federal district courts will be the exclusive forum for resolving\nany complaint asserting a cause of action arising under the Securities Act, each of which could limit the stockholders’ ability\nto obtain a favorable judicial forum for disputes with us or our directors, officers, employees, agents or stockholders.

Our\nCharter provides that unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any\nderivative action or proceeding brought on behalf of us, (b) any action asserting a claim for breach of a fiduciary duty owed by any\ncurrent or former director, officer, employee, agent or our stockholder to us or our stockholders, (c) any action asserting a claim arising\npursuant to any provision of the DGCL, our Charter, or our Bylaws, or (d) any action asserting a claim governed by the internal affairs\ndoctrine, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks jurisdiction over any such action\nor proceeding, then another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then the United\nStates District Court for the District of Delaware). Our Charter will also provide that unless we consent in writing to the selection\nof an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be\nthe exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules and\nregulations promulgated thereunder. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce\nany duty or liability created by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act creates\nconcurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities\nAct or the rules and regulations thereunder. Our exclusive forum provision does not apply to a complaint asserting a cause of action\narising under the Exchange Act or the rules and regulations promulgated thereunder.

These\nchoice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes\nwith us or our directors, officers, employees, agents or stockholders, which may discourage such lawsuits against us and such persons.\nA stockholder that is unable to bring a claim in the judicial forum of our choosing may be required to incur additional costs in the\npursuit of actions which are subject to the exclusive forum provisions described above. We believe these choice of forum provisions may\nbenefit us by providing increased consistency in the application of the DGCL and federal securities laws by chancellors and judges, as\napplicable, particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule\nrelative to other forums, and protection against the burdens of multi-forum litigation. Our stockholders will not be deemed to have waived\nour compliance with the federal securities laws and the rules and regulations thereunder as a result of the choice of forum provisions\nincluded in our governing documents. If a court were to find these provisions of our governing documents inapplicable to, or unenforceable\nin respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving\nsuch matters in other jurisdictions, which could adversely affect our financial condition, results of operations and cash flows.

If\nsecurities or industry analysts do not publish research or reports about our business or publish negative reports, the market price of\nour Common Stock could decline.

The\ntrading market for our Common Stock will be influenced by the research and reports that industry or securities analysts publish about\nus and our business. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of us, the price\nand trading volume of our securities would likely be negatively impacted. If any of the analysts that may cover us change their recommendation\nregarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities\nwould likely decline. If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose\nvisibility in the financial markets, which could cause the price or trading volume of our securities to decline. If one or more of the\nanalysts who cover us downgrades our Common Stock or if our reporting results do not meet their expectations, the market price of our\nCommon Stock could decline. Moreover, the market price of our Common Stock may decline after the Business Combination if we do not achieve\nthe perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial analysts, or the effect of the\nBusiness Combination on our financial results is not consistent with the expectations of financial analysts. Accordingly, holders of\nour Common Stock may experience a loss as a result of a decline in the market price of our Common Stock following the Business Combination.\nIn addition, a decline in the market price of our Common Stock following the consummation of the Business Combination could adversely\naffect our ability to issue additional securities and to obtain additional financing in the future.

We\nmay be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions\nby regulators and governmental authorities. These matters are often expensive and time consuming, and, if resolved adversely, could harm\nour business, financial condition and operating results.

We\nmay from time to time become subject to claims, arbitrations, individual and class action lawsuits with respect to a variety of matters,\nincluding employment, consumer protection, advertising and securities. In addition, we may from time to time become subject to government\nand regulatory investigations, inquiries, actions or requests, other proceedings and enforcement actions alleging violations of laws,\nrules and regulations, both foreign and domestic. The scope, determination and impact of claims, lawsuits, government and regulatory\ninvestigations, enforcement actions, disputes and proceedings to which we are subject cannot be predicted with certainty, and may result\nin:

	●	substantial\n payments to satisfy judgments, fines or penalties;

	●	substantial\n outside counsel, advisor and consultant fees and costs, including costs for monitorships or other compliance requirements that last\n beyond the date of the initial regulatory or other governmental action;

	●	substantial\n administrative costs, including arbitration fees;

	●	additional\n compliance and licensure requirements;

	●	loss\n or non-renewal of then-existing licenses or authorizations, or prohibition from or delays in obtaining additional licenses or authorizations,\n required for our business;

	●	loss\n of productivity and high demands on employee time;

	●	criminal\n sanctions or consent decrees;

	●	termination\n of certain employees, including members of our executive team;

	●	barring\n of certain employees from participating in our business in whole or in part;

	●	orders\n that restrict our business or prevent us from offering certain products or services;

	●	changes\n to our business model and practices;

	●	an\n inability to deliver on our strategy;

	●	delays\n to planned transactions, product launches or improvements; and

	●	damage\n to our brand and reputation.

Regardless\nof the outcome, any such matters can have an adverse impact, which may be material, on our business, operating results or financial condition\nbecause of legal costs, diversion of management resources, reputational damage and other factors.

We\nare highly dependent on Anthony Pompliano and other members of our senior management team and the loss of key personnel could have a\nmaterial adverse effect on our business, operations, financial condition and stock price.

We\nare highly dependent on the services of Anthony Pompliano, our Chief Executive Officer. Although Mr. Pompliano spends a majority of his\nbusiness time and attention on our Company and expects to remain highly active in our management, he does not expect to devote his full\ntime and attention to us. Mr. Pompliano continues to lead Professional Capital Management, to serve as Chief Executive Officer and a\nmember of the board of directors of ProCap Acquisition Corp, a special purpose acquisition company, to serve as Chief Executive Officer\nof the Investment Manager, and portfolio manager of the Company’s ETFs, among other business ventures. As a result, he may devote\nless time to us than if he was not engaged in other business activities. While Mr. Pompliano owes fiduciary duties to our stockholders,\nhe may also owe fiduciary duties to shareholders of other companies with which he may be affiliated. Mr. Pompliano is not bound by an\nemployment agreement for any specific term and, if we were unable to retain him, we may not be able to successfully attract and retain\na qualified replacement. Furthermore, the loss of any key personnel could impact our ability to maintain relationships with customers,\npartners, and investors, or to execute our business strategy effectively, particularly if a suitable replacement cannot be found in a\ntimely manner. The unanticipated departure of any of our key executives could cause uncertainty among investors and employees, potentially\nleading to stock price volatility or operational challenges. Additionally, the absence of our key executives could result in significant\nmanagement and operational gaps that could take time to address, which could negatively affect our ability to meet business objectives.

We\nhave engaged in transactions with our affiliates and we expect to do so in the future. The terms of such transactions and the resolution\nof any conflicts that may arise may not always be in our or our stockholders’ best interests.

We\nhave engaged in transactions, and we expect to continue to engage in transactions, with affiliated companies. Related party transactions\ncan create the possibility of conflicts of interest with regard to our management. Such a conflict could cause an individual in our management\nto seek to advance his or her economic interests above ours. Further, the appearance of conflicts of interest created by related party\ntransactions could impair the confidence of our investors.

For\nexample, on April 6, 2026, the Company completed its acquisition of CFO Silvia, an entity whose majority owner was Inflection Points\nInc. (“Inflection Points”), an entity in which our Chief Executive Officer and Chairman, is the Chief Executive Officer,\nin which pursuant to the Agreement and Plan of Merger, dated as of February 9, 2026 (the “Merger Agreement”), by and among\nthe Company, Silvia Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”),\nCFO Silvia, Inflection Points, and Shain Noor. Pursuant to the Merger Agreement, Merger Sub merged with and into CFO Silvia, with CFO\nSilvia surviving as a direct wholly-owned subsidiary of the Company.

Additionally,\nLegacy ProCap entered into an Investment Consulting and Marketing Services Agreement (the “Services Agreement”) on\nJune 23, 2025 with Professional Capital Management, an entity owned and controlled by Mr. Pompliano, our Chief Executive Officer. Under\nthe Services Agreement, Professional Capital Management provides consulting and marketing services to Legacy ProCap. The term of the\nServices Agreement is four years and automatically renews annually thereafter; however, the Services Agreement may be terminated by either\nparty upon 30 days’ written notice. The purpose of the Services Agreement is for Professional Capital Management to provide certain\nservices and resources to support the growth of Legacy ProCap and us. The services that Professional Capital Management provides through\nthe Services Agreement are different than the services Mr. Pompliano provides in his role as Chief Executive Officer of Legacy ProCap\nand our Company. As we mature, we expect that we will use fewer of Professional Capital Management’s services pursuant to the Services\nAgreement.

These\ntransactions between CFO Silvia, Legacy ProCap, us, and other entities owned or controlled by Mr. Pompliano may raise potential conflicts\nof interest and could result in business arrangements that are not as favorable to Legacy ProCap or us as those with unrelated third\nparties. In particular, Mr. Pompliano will have significant influence over our operations and the interests of his other business ventures,\nincluding in Professional Capital Management, may conflict with our interests. These conflicts of interest could arise in situations\nwhere our business needs and Mr. Pompliano’s personal or other business interests diverge. If any such conflicts arise, they could\nharm our business or reputation, lead to regulatory scrutiny, or result in adverse financial or operational consequences. Although we\nhave adopted policies and procedures intended to address such conflicts of interest, there can be no assurance that these measures will\neffectively mitigate all risks associated with related-party transactions.

Equity-based\ncompensation awards to our Chief Executive Officer and directors may expose us to reputational risk, stockholder discontent, dilution\nto existing holders of our Common Stock or litigation, which could have an adverse impact on our business, reputation, and results of\noperations.

Our\nChief Executive Officer, Anthony Pompliano, and members of our board of directors will receive a significant portion of their compensation\nin the form of incentive-based equity awards that are subject to the achievement of specified performance metrics over multi-year periods.\nWhile these awards are designed to align incentives with long-term company performance and stockholder returns, the structure, size,\nor outcome of such awards may not be viewed as appropriately calibrated by stockholders, proxy advisory firms, or the general public.

If\nour Chief Executive Officer and directors receive substantial equity compensation due to the achievement of certain performance metrics\nthat are perceived as insufficiently rigorous, misaligned with actual performance, or not reflective of broader stockholder value creation,\nwe may be subject to negative publicity, or reputational damage. Additionally, we may face scrutiny from institutional investors or governance\nadvocacy groups, which could impact investor sentiment and ultimately stock price.

Moreover,\nactual or perceived misalignment in the design, disclosure, or approval of such compensation arrangements could increase the likelihood\nof stockholder derivative litigation, including claims of breach of fiduciary duty, corporate waste, or inadequate disclosure under securities\nlaws. Even if such claims are without merit, defending against them could require significant time and result in substantial legal costs.\nDefense of any claim, any adverse judgment, or settlement could have a material adverse effect on our financial condition, business,\nor reputation.

In\naddition, the issuance of equity awards to our Chief Executive Officer and directors will increase the number of outstanding shares of\nour Common Stock, which will dilute the ownership interests of existing stockholders. Such dilution may be significant depending on the\nsize of the awards and future equity grants, and could adversely affect the market price of our Common Stock and the voting power of\nexisting stockholders. Furthermore, because these awards may be structured to vest upon the achievement of performance metrics or service-based\nmilestones, the timing and magnitude of such dilution may be unpredictable. Any such dilution could also make it more difficult for existing\nstockholders to realize future appreciation in the value of their investment.

Excessive\nseverance arrangements may discourage the timely termination of underperforming executives and could negatively impact our performance,\ngovernance practices, and reputation.

Upon\nClosing, we entered into severance arrangements with certain of our executive officers, including our Chief Executive Officer, Anthony\nPompliano, that provide for significant payments and benefits upon termination of employment under specified circumstances. While these\narrangements are intended to attract and retain experienced leadership, they may reduce our ability to remove executives whose performance\ndoes not meet expectations.

If\nthe severance benefits payable upon termination are perceived to be excessive in light of the executive’s experience, performance\nor tenure, we may be disincentivized from pursuing termination due to the associated financial cost or potential public scrutiny. This\ncould result in the continued employment of underperforming executives, which may hinder our ability to execute strategic initiatives,\nweaken operational effectiveness, and impair long-term value creation for stockholders.

Additionally,\nsuch arrangements may be criticized by stockholders, proxy advisory firms, or corporate governance advocates, particularly if the terms\nare viewed as misaligned with market practice or performance outcomes. This may lead to reputational harm, litigation, or increased scrutiny\nof our executive compensation practices. In some cases, these concerns may give rise to stockholder litigation alleging breaches of fiduciary\nduty or corporate waste. Defending against such actions could be costly and time-consuming, and an adverse outcome could materially affect\nour financial condition and results of operations.

Our\ndecision to compensate our Chief Executive Officer at a rate of $1 per year may expose us to legal and reputational risks under federal\nand New York State labor laws.

We\ncurrently compensate our Chief Executive Officer, Anthony Pompliano, at an annual salary of $1. While it is not uncommon for executives\nof growth-stage companies to forego cash compensation, and this arrangement is intended to reflect Mr. Pompliano’s personal commitment\nto us and is voluntarily undertaken, it is significantly below the minimum wage requirements under both the federal Fair Labor Standards\nAct (FLSA) and the New York State Labor Law. There is no legal exception that would allow us to not pay an executive at least minimum\nwage for all hours worked, plus potentially overtime pay for hours worked in excess of 40 hours per week.

While\nMr. Pompliano will receive other compensation from us in the form of incentive-based equity, there is a risk that regulatory authorities\nor courts could determine that our compensation arrangement does not meet the applicable legal standards. This could subject us to investigations,\ngovernmental agency audits, litigation, penalties, and potential back-pay, liquidated damages, and attorneys’ fees obligations.\nThe annual salary of $1 is also insufficient with respect to satisfying standard employee withholdings and deductions, such as for certain\ninsurances and statutory benefits (e.g., disability and paid family leave in New York). Moreover, any such actions could divert management’s\nattention, result in significant costs, and negatively impact our reputation with investors, regulators, and potential employees. Further,\nthis compensation arrangement could generate negative public perception or scrutiny, particularly in light of broader concerns about\nlabor practices and executive governance. Any adverse outcome from this arrangement could result in damages for unpaid wages, liquidated\ndamages, civil penalties, interest, and attorney’s fees, which could materially and adversely affect our business, financial condition,\nresults of operations, and reputation.

Our\ndirectors and executive officers are active on social media, which may pose risks to our reputation, create regulatory or disclosure\nconcerns, and impact the Common Stock price.

Certain\nof our directors and executive officers maintain active personal or professional social media accounts, including on platforms such as\nX (formerly known as Twitter), LinkedIn, Instagram, and others. Although these individuals may not intend to speak on behalf of us, statements\nmade on social media - whether related to our business or unrelated personal views - may nonetheless be attributed to us. This could\nresult in reputational harm, increased media or regulatory scrutiny, or adverse reactions from investors, customers, or other stakeholders.

Additionally,\nif any such communications are deemed to be incorrect, include material nonpublic information or are inconsistent with our public disclosures,\nwe could face legal, regulatory, or investor relations challenges. We may also be required to address or clarify such statements, which\ncould divert management’s attention, result in increased costs, and negatively impact the Common Stock price. While we will maintain\ndisclosure controls and provide guidelines to our officers and directors, we cannot guarantee compliance at all times or prevent the\ndissemination of information that may adversely affect our business, results of operations, or financial condition.

Finally,\nthe considerable expansion in the use of social media over recent years has increased the volume and speed at which negative publicity\narising from these events can be generated and spread, and we may be unable to timely respond to, correct any inaccuracies in, or adequately\naddress negative perceptions arising from such coverage. In addition, negative or inaccurate posts or comments about us on social media\nplatforms could damage our reputation, brand image and goodwill, and we could lose the confidence of our customers and partners, regardless\nof whether such information is true and regardless of any number of measures we may take to address them.

Risks\nRelated to Ownership of Our Common Stock and Warrants

Volatility\nin our share price could subject us to securities class action litigation.

The\nmarket price of the shares of our Common Stock may be volatile and, in the past, companies that have experienced volatility in the market\nprice of their shares have been subject to securities class action litigation. We may be the target of this type of litigation and investigations.\nSecurities litigation against us could result in substantial costs and divert management’s attention from other business concerns,\nwhich could seriously harm our business.

We\nmay redeem the Public Warrants at a time that is disadvantageous to holders, and the terms of the Public Warrants may be amended in a\nmanner adverse to holders with the approval of holders of at least 50% of the then-outstanding Public Warrants.

Once\nthe Public Warrants become exercisable, we may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per\nPublic Warrant, upon a minimum of 30 days prior written notice of redemption, if the closing price of our Common Stock equals or exceeds\n$18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading\ndays within a 30-trading day period commencing at least 30 days after the completion of the Business Combination and ending three business\ndays before we send the notice of redemption. If we call the Public Warrants for redemption, holders may be required to exercise their\nPublic Warrants and pay the exercise price at a time when it may be disadvantageous for them to do so, to sell their Public Warrants\nat the then-current market price when they might otherwise wish to hold them, or to accept the nominal redemption price, which is likely\nto be substantially less than the market value of their Public Warrants at the time of redemption. We may not redeem the Public Warrants\nunless a registration statement under the Securities Act covering the issuance of the shares of Common Stock issuable upon exercise of\nthe Public Warrants is then effective and a current prospectus relating to those shares is available throughout the applicable measurement\nperiod. The warrant agreement does not permit us to redeem the Public Warrants in reliance on an available exemption from registration\nin lieu of an effective registration statement.

In\naddition, the warrant agreement governing the Public Warrants provides that the terms of the Public Warrants may be amended without the\nconsent of any holder for specified purposes, including (i) curing any ambiguity or correcting any defective provision or mistake, including\nto conform the provisions of the A&R Warrant Agreement to the description of the terms of the Public Warrants set forth herein, (ii)\nadjusting the provisions relating to cash dividends on our Common Stock as contemplated by the A&R Warrant Agreement, (iii) adding\nor changing any provisions with respect to matters or questions arising under the A&R Warrant Agreement that the parties deem necessary\nor desirable and that the parties deem not to adversely affect the rights of the registered holders of the Public Warrants, or (iv) providing\nfor the Public Warrants to become exercisable, in connection with a reorganization, merger, consolidation or sale of substantially all\nof our assets, for the securities, cash or other property that a holder would have received in that transaction had it exercised its\nPublic Warrant immediately prior to the transaction, in lieu of shares of Common Stock, and that all other modifications or amendments\nrequire the vote or written consent of holders of at least 50% of the then-outstanding Public Warrants. Accordingly, we may amend the\nterms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants approve\nthe amendment, which could include increasing the exercise price of the Public Warrants, shortening the exercise period or decreasing\nthe number of shares of Common Stock purchasable upon exercise of a Public Warrant. Any amendment to the terms of the Private Warrants\nor any working capital warrants, including the forfeiture or cancellation of any such warrants, requires the vote or written consent\nof holders of at least 50% of the Private Warrants, including the vote or written consent of Cohen Capital Markets and Clear Street.

Reports\npublished by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and\ntrading volume of our Common Stock.

Our\nmanagement currently expects that securities research analysts will establish and publish their own periodic projections for our business.\nThese projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our\nactual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write\nreports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline.\nIf one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume\ncould decline. While our management expects research analyst coverage, if no analysts commence coverage of us, the trading price and\nvolume for our Common Stock could be adversely affected.

We\nmay or may not pay cash dividends in the foreseeable future.

Any\ndecision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things,\napplicable law, regulations, restrictions, our respective results of operations, financial condition, cash requirements, contractual\nrestrictions, our future projects and plans and other factors that our Board may deem relevant. In addition, our ability to pay dividends\ndepends significantly on the extent to which we receive dividends and other distributions from our subsidiaries, and there can be no\nassurance that we will pay dividends. As a result, capital appreciation, if any, of our Common Stock will be an investor’s sole\nsource of gain for the foreseeable future.

We\ncannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value, and\nshare repurchases will diminish our cash and Bitcoin reserves.

On\nDecember 9, 2025, our Board approved a share repurchase program (the “2025 Repurchase Program”) providing for the\nrepurchase of up to $100 million of our outstanding shares of Common Stock. Under the 2025 Repurchase Program, we are authorized to repurchase\nshares of Common Stock through open market purchases, privately negotiated transactions, accelerated share repurchases or otherwise in\naccordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange\nAct. In connection with the 2025 Repurchase Program, on December 12, 2025 we entered into an open market share repurchase agreement with\nTD Securities Inc., which has agreed to act as our non-exclusive agent to repurchase shares of Common Stock in the open market. During\nthe three months ended June 30, 2026, we repurchased 2,570,974 shares of Common Stock for approximately $4.8 million, including commissions,\nat an average price of $1.85 per share, and during the six months ended June 30, 2026 we repurchased 5,238,030 shares of Common Stock\nfor approximately $12.8 million, including commissions. As of June 30, 2026, approximately $84.4 million remained available under the\n2025 Repurchase Program. As of June 30, 2026, we held 6,077,426 shares of Common Stock in treasury.

The\n2025 Repurchase Program does not obligate us to repurchase any shares of Common Stock, and the timing and amount of any repurchases will\ndepend on available capital resources, legal requirements, market conditions, the trading price of our Common Stock, the availability\nof the safe harbors provided under the Exchange Act, alternative uses of capital and other factors. We cannot guarantee that the 2025\nRepurchase Program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases reduce our cash and\ncash equivalents, our Bitcoin holdings when Bitcoin is sold to fund the repurchases, to service our indebtedness, including the Convertible\nNotes, or to fund our operations. Repurchases could also affect the trading price of our Common Stock and increase its volatility, and\nthe 2025 Repurchase Program may be suspended, modified or terminated at any time, which could cause the trading price of our Common Stock\nto decline.

Risks\nRelated to the Convertible Notes

Our\nindebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the Convertible Notes\nand could have a further material adverse effect on our business, financial condition and results of operations.

The\nConvertible Notes, bear no interest, mature in 2028 and are convertible at a conversion rate of 76.9 shares of Common Stock per $1,000\nprincipal amount, equal to a conversion price of approximately $13.00 per share. Although the Convertible Notes mature in December 2028,\nthe 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%\nof outstanding principal amount anytime on June 5, 2027 (“Repurchase Date”). As of June 30, 2026, $99.6 million aggregate\nprincipal amount of Convertible Notes remained outstanding and 7,659,237 shares of Common Stock were issuable upon conversion\nof the Convertible Notes.

In\nthe future, we may seek to raise or borrow additional funds to expand our product or business development efforts, make acquisitions\nor otherwise fund or grow our business and operations. Our indebtedness could have important consequences to the holders of our Common\nStock, including:

	●	increasing\n our vulnerability to general adverse economic and industry conditions;

	●	requiring\n us to dedicate a portion of our cash flow from operations to principal and interest payments on our indebtedness, thereby reducing\n the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate\n purposes;

	●	making\n it more difficult for us to optimally capitalize and manage the cash flow for our businesses;

	●	limiting\n our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;

	●	possibly\n placing us at a competitive disadvantage compared to our competitors that have less debt;

	●	limiting\n our ability to borrow additional funds or to borrow funds at rates or on other terms that we find acceptable;

	●	federal\n and state fraudulent transfer laws may permit a court to void the Convertible Notes and, if that occurs, the noteholders may not\n receive any payments on the Convertible Notes;

	●	We\n may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes, repurchase the Convertible\n Notes upon a fundamental change, purchase the Convertible Notes if tendered at the option of holders at the date specified in the\n indenture or repay the Convertible Notes in cash at their maturity, and our future debt may contain limitations on our ability to\n pay cash upon conversion, redemption or repurchase of the Convertible Notes;

	●	the\n accounting method for convertible debt securities that may be settled in cash, including the Convertible Notes, may have a material\n effect on our reported financial results; and

	●	the\n market price of the Convertible Notes, which may fluctuate significantly, may directly affect the market price for the Common Stock.

We\nmay be able to incur significant additional indebtedness in the future and this could result in additional risk.

If\nwe incur any additional indebtedness that ranks equally with the Convertible Notes, subject to any collateral arrangements, the holders\nof that debt will be entitled to share ratably in any proceeds distributed in connection with our insolvency, liquidation, reorganization,\ndissolution or other winding up as a company. This may have the effect of reducing the amount of proceeds paid to our creditors and stockholders.\nThese restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. If new indebtedness is added\nto our current indebtedness levels, the related risks that we now face could increase. Any of these risks could materially impact our\nability to fund our operations or limit our ability to expand our business, which could have a material adverse effect on our business,\nfinancial condition and results of operations.

We\nmay not be able to generate sufficient cash to service all of our indebtedness, including the Convertible Notes, and may be forced to\ntake other actions to satisfy our obligations under our indebtedness, which may not be successful or be on commercially reasonable terms,\nwhich would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations\nunder the Convertible Notes and could force us into bankruptcy or liquidation.

Our\nability to make scheduled payments on or to refinance our debt obligations, including the Convertible Notes, depends on our financial\ncondition and results of operations, which in turn are highly dependent on and correlated with the value and performance of our Bitcoin\nholdings as well as subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond\nour control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal,\npremium, if any, and interest on our indebtedness, including the Convertible Notes.

If\nour cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems\nand may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure\nor refinance our indebtedness, including the Convertible Notes. Our ability to restructure or refinance our debt will depend on, among\nother things, the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at\nhigher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.\nThe terms of existing or future debt instruments and the Indenture that governs the Convertible Notes may restrict us from adopting some\nof these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely\nbasis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the\nabsence of such cash flows and resources, we could face substantial liquidity problems and might be required to dispose of material assets\nor operations to meet our debt service and other obligations.

Further,\nthe Indenture that governs the Convertible Notes contains provisions that will restrict our ability to dispose of assets constituting\ncollateral that secures the repayment of the Convertible Notes and use the proceeds from any such disposition. While we may dispose of\nassets not constituting collateral, we may not be able to consummate those dispositions quickly or at all or to obtain the proceeds that\ncould be realized from such dispositions. In addition, any such dispositions and these proceeds may not be adequate to meet any debt\nservice obligations then due. These alternative measures may not be successful and may not permit us to meet our scheduled debt service\nobligations.

If\nwe cannot make scheduled payments on our indebtedness, to the extent applicable, we will be in default and holders of the Convertible\nNotes and our other indebtedness could declare all outstanding principal and interest to be due and payable and foreclose against the\nassets securing their borrowings and we could be forced into bankruptcy or liquidation. If we breach the covenants under our debt instruments,\nwe would be in default under such instruments. The holders of such indebtedness could exercise their rights, as described above, and\nwe could be forced into bankruptcy or liquidation. All of these events could result in the noteholders losing their entire investment\nin the Convertible Notes.

Additionally,\nin the event of a foreclosure on the collateral securing the Convertible Notes, the interests of our equity holders would be adversely\naffected. The collateral may include assets material to our business, including Bitcoin or other digital assets, and the loss of such\nassets could significantly impair our operations, financial condition, and prospects. Furthermore, because the claims of secured creditors\ngenerally take priority over those of equity holders in a bankruptcy or liquidation scenario, any such foreclosure could materially diminish\nor eliminate the residual value of our equity. As a result, holders of our Common Stock could lose all or a substantial portion of their\ninvestment in the event of a default and subsequent enforcement of remedies by the holders of the Convertible Note.

The\ndebt documents governing debt incurred by us other than the Convertible Notes may contain terms that restrict our current and future\nborrowing costs and reduce our access to capital.

The\nterms of debt documents for indebtedness that we may incur other than the Convertible Notes may impose significant operating and financial\nrestrictions on us. These restrictions could limit our ability to incur additional indebtedness, pay dividends, make investments, sell\nassets, or engage in certain business transactions. Such covenants may also require us to maintain specified financial ratios or meet\nother financial conditions. These restrictions could limit our flexibility in responding to changing business and economic conditions,\nincrease our borrowing costs, and reduce our ability to obtain additional financing on favorable terms or at all. If we are unable to\ncomply with the covenants or other terms of the Indenture or any other debt documents pursuant to which we incur indebtedness other than\nthe Convertible Notes, it could result in an event of default, which could have a material adverse effect on our business, financial\ncondition, and results of operations.

A\nlowering or withdrawal of the ratings assigned to our debt securities by rating agencies, if any, may increase our future borrowing costs\nand reduce our access to capital.

There\ncan be no assurances that any rating assigned to our debt securities will remain for any given period of time or that a rating will not\nbe lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the\nbasis of the rating, such as adverse changes, so warrant. Consequently, real or anticipated changes in our credit ratings will generally\naffect the market value of the Convertible Notes. Credit ratings are not recommendations to purchase, hold or sell the Convertible Notes,\nand may be revised or withdrawn at any time. Additionally, credit ratings may not reflect the potential effect of risks relating to the\nstructure or marketing of the Convertible Notes.

Any\nfuture lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. If any\ncredit rating initially assigned to the Convertible Notes is subsequently lowered or withdrawn for any reason, our noteholders may not\nbe able to resell their Convertible Notes at a favorable price or at all.

The\nConvertible Notes will be secured by a substantial portion of our assets. As a result of these security interests, such assets would\nonly be available to satisfy claims of our general creditors or to holders of our equity securities if we were to become insolvent to\nthe extent the value of such assets exceeded the amount of our secured indebtedness and other obligations. In addition, the existence\nof these security interests may adversely affect our financial flexibility.

Under\nthe Indenture, we must maintain at all times a 1.0:1.0 loan-to-collateral ratio compliance level with respect to the Convertible Notes\nusing a mix of Bitcoin (with Bitcoin being valued at 50% for collateral calculation purposes) and cash and cash equivalents (with cash\nand cash equivalents being valued at 100% for collateral calculation purposes). U.S. Bank Trust Company, National Association serves\nas collateral agent and trustee with regard to the Convertible Notes and the associated indenture and security agreements. As of October\n6, 2026, we had 2,700 Bitcoin on deposit at BitGo. as collateral for the Convertible Notes, of which approximately 2,338 Bitcoin were\nrequired to be used as collateral. In the event of our insolvency, liquidation,\ndissolution, or reorganization, the assets securing the Convertible Notes will be available to satisfy the claims of the holders of the\nConvertible Notes and other secured creditors before any remaining value is available to satisfy the claims of our unsecured creditors\nor holders of our equity securities. If the value of the secured assets is insufficient to repay all amounts owed under the Convertible\nNotes and other secured obligations, our general creditors and equity holders may not receive any recovery. Because a significant portion\nof our assets consists of Bitcoin, the value of the collateral securing the Convertible Notes is subject to extreme volatility. See the\nrisk factors entitled “Our principal asset is Bitcoin. The concentration of our Bitcoin holdings enhances the risks inherent\nin our Bitcoin strategy” and “Bitcoin is a highly volatile asset, and our operating results and market price may significantly\nfluctuate, including due to the highly volatile nature of the price of Bitcoin and erratic market movements.” Sharp declines\nin the price of Bitcoin could require us to pledge additional Bitcoin, cash, or cash equivalents in order to maintain the collateral\ncoverage required under the terms of the Convertible Notes. Furthermore, the existence of these security interests may limit our ability\nto incur additional secured indebtedness, dispose of assets, or obtain additional financing, thereby reducing our financial flexibility\nand ability to respond to business opportunities or adverse developments.

Federal\nand state fraudulent transfer laws may permit a court to void the Convertible Notes and, if that occurs, the Convertible noteholders\nmay not receive any payments on the Convertible Notes.

Under\nU.S. federal and state laws, a court may void or otherwise decline to enforce the Convertible Notes, or subordinate the Convertible Notes\nto our other obligations, if it finds that, at the time the Convertible Notes were issued, we received less than reasonably equivalent\nvalue or fair consideration for the Convertible Notes and, among other things, (i) we were insolvent or rendered insolvent by reason\nof the issuance of the Convertible Notes, (ii) we were engaged in a business or transaction for which our remaining assets constituted\nunreasonably small capital, or (iii) we intended to incur, or believed we would incur, debts beyond our ability to pay as they mature.\nIn addition, a court could void the Convertible Notes if it finds that they were issued with actual intent to hinder, delay, or defraud\ncreditors. If a court were to take any such action, noteholders could lose their right to payment on the Convertible Notes, which would\nhave a material adverse effect on their investment.

The\nconversion rate of the Convertible Notes may not be adjusted for all dilutive events that may occur.

The\nterms of the Convertible Notes provide for adjustments to the conversion rate in certain circumstances, such as stock splits, stock or\ncash dividends, certain distributions, tender or exchange offers or a “Make-Whole Fundamental Change” (as such term is defined\nin the Indenture). However, the conversion rate will not be adjusted for every event that could have a dilutive effect on the value of\nthe Convertible Notes or the underlying Common Stock. As a result, events may occur that adversely affect the value of the Convertible\nNotes or the Common Stock into which the Convertible Notes are convertible, but that do not result in an adjustment to the conversion\nrate. This could result in noteholders receiving less value upon conversion than they would have if the conversion rate had been adjusted\nfor all such events.

The\nincrease in the conversion rate applicable to the Convertible Notes that holders convert in connection with a redemption or conversion\nmay not adequately compensate noteholders for the lost option time value of the Convertible Notes.

If\nwe elect to redeem the Convertible Notes or if certain other events occur, the conversion rate may be increased for notes converted in\nconnection with such events. However, the amount of any such increase may not fully compensate noteholders for the lost time value of\ntheir option to convert the Convertible Notes at a later date. As a result, noteholders who convert their notes in connection with a\nredemption or other event may receive less value than they would have received if they had been able to hold the Convertible Notes until\na later date or convert at a more favorable time.

Liquidity,\nregulatory actions, changes in market conditions and other events may adversely affect the trading price and liquidity of the Convertible\nNotes and the ability of investors to implement a convertible note arbitrage trading strategy.

The\ntrading price and liquidity of the Convertible Notes may be affected by a variety of factors, including changes in market conditions,\nregulatory actions, and other events beyond our control. These factors may make it difficult for investors to buy or sell the Convertible\nNotes at desired prices or in desired quantities. In addition, the ability of investors to implement a convertible note arbitrage trading\nstrategy, which typically involves taking offsetting positions in the Convertible Notes and the underlying Common Stock, may be adversely\naffected by limited liquidity or other market disruptions. As a result, investors may not be able to realize the expected returns from\ntheir investment in the Convertible Notes.

Upon\nconversion of the Convertible Notes, noteholders may receive less valuable consideration than expected because the value of the Common\nStock may decline after noteholders exercise their conversion right but before we settle the conversion obligation.

When\na noteholder elects to convert notes into our Common Stock, there may be a delay between the time the conversion right is exercised and\nthe time we deliver the shares or other consideration. During this period, the market price of our Common Stock may decrease, resulting\nin the Convertible Notes noteholder receiving less valuable consideration than anticipated at the time of conversion. This risk is heightened\nduring periods of market volatility or if there are delays in settlement.

Conversion\nor redemption may adversely affect noteholders’ return on the Convertible Notes.

If\nthe Convertible Notes are converted or redeemed prior to maturity, noteholders may not realize the full potential return on their investment.\nEarly conversion or redemption may occur at times when the market price of our Common Stock is unfavorable or when interest rates or\nother market conditions would otherwise make holding the Convertible Notes more advantageous. As a result, noteholders may receive less\nvalue than if they had held the Convertible Notes to maturity or converted at a later, more favorable time.

Investors\nin the Convertible Notes may have to pay U.S. federal income tax if we adjust the conversion rate of the Convertible Notes in certain\ncircumstances, even if they do not receive any cash.

In\ncertain circumstances, an adjustment to the conversion rate of the Convertible Notes may be treated as a taxable distribution to noteholders\nfor U.S. federal income tax purposes, even if noteholders do not receive any cash or other property as a result of the adjustment. Noteholders\nmay be required to include the amount of such a distribution in their taxable income and pay tax on it, even though they have not received\nany cash with which to pay the tax. The tax treatment of such adjustments is complex and may vary depending on individual circumstances.

The\naccounting method for convertible debt securities that may be settled in cash, including the Convertible Notes, may have a material effect\non our reported financial results.

Under\napplicable accounting standards, we will be required to separately account for the liability and equity components of the Convertible\nNotes, which will result in the recognition of non-cash interest expense in our financial statements. This could have a material effect\non our reported net income, earnings per share, and other financial measures. In addition, changes in accounting rules or interpretations\ncould further affect the accounting treatment of the Convertible Notes and our reported financial results.

The\nmarket price of our Common Stock, which may fluctuate significantly, may directly affect the value of the Convertible Notes.

The\nmarket price of our Common Stock is likely to fluctuate due to various factors, including our financial performance, industry trends,\ngeneral economic conditions, and market sentiment. Because the Convertible Notes are convertible into Common Stock, the value of the\nConvertible Notes will be directly affected by fluctuations in the market price of our Common Stock. A decline in the market price of\nour Common Stock could reduce the value of the Convertible Notes and the amount that noteholders would receive upon conversion.

There\nis limited trading and liquidity for the Convertible Notes, and notwithstanding any registration rights and trading being facilitated\nthrough the facilities of The Depository Trust Company, holders’ ability to sell the Convertible Notes could be limited.

The\nConvertible Notes are not listed on any securities exchange, and there is only a limited trading market for the Convertible Notes. Although\nthe Convertible Notes may be eligible for trading through the facilities of The Depository Trust Company and we have granted registration\nrights, there can be no assurance that an active trading market for the Convertible Notes will develop or be maintained. The reduction\nin the aggregate principal amount of the Convertible Notes outstanding as a result of the Note Repurchase may further limit the liquidity\nof the Convertible Notes. As a result, holders may not be able to sell their notes at desired times or prices, or at all. The lack of\nliquidity could adversely affect the market value of the Convertible Notes.

Noteholders\nwill not be entitled to any rights with respect to our Common Stock, but will be subject to all changes made with respect to our Common\nStock.

Until\na noteholder converts notes into our Common Stock, the Convertible Notes noteholder will not have any rights as a stockholder, including\nvoting rights or rights to receive dividends or other distributions. However, the value of the Convertible Notes may be affected by changes\nin the rights, preferences, or privileges of our Common Stock, or by other actions taken by us with respect to our Common Stock. As a\nresult, noteholders are subject to the risks associated with changes affecting our Common Stock, even though they do not have the rights\nof stockholders.

The\nConvertible Notes are convertible into our Common Stock. As a result, noteholders will be subject to all of the risks associated with\nholding our Common Stock.

Because\nthe Convertible Notes are convertible into shares of our Common Stock, noteholders will be exposed to the risks associated with an investment\nin our Common Stock. These risks include, among others, the risk of fluctuations in the market price of our Common Stock, the risk that\nwe may not pay dividends, and the risk that our business, financial condition, or results of operations may be adversely affected by\nfactors beyond our control. In addition, as a public company listed on Nasdaq, we are subject to extensive regulation and reporting requirements,\nand any failure to comply with these requirements could adversely affect the value of our Common Stock and, consequently, the value of\nthe Convertible Notes.

Cross-default\nprovisions under the Indenture and under indebtedness documents governing our indebtedness other than the Convertible Notes could result\nin liquidity issues and impact our ability to repay our indebtedness obligations generally.

The\nIndenture contains a cross-default provision that allows for the holders of the Convertible Notes to accelerate repayment of the Convertible\nNotes in the event of (i) a payment default with respect to any of our indebtedness other than the Convertible Notes in an amount equal\nto or greater than one-hundred million dollars ($100,000,000) (or our foreign currency equivalent) in the aggregate or (ii) any other\ndefault under any such indebtedness that results in such indebtedness becoming or being declared due and payable before our stated maturity.

In\naddition, the breach of the covenants under the Indenture, including defaults related to payment, conversion of the Convertible Notes\nor bankruptcy or insolvency-related issues, among other defaults, could result in an event of default under our indebtedness other than\nthe Convertible Notes, assuming the documents governing any such indebtedness contain similar cross-default or cross-acceleration provisions.\nSuch a default under the Indenture would allow the creditors under such other indebtedness to accelerate the repayment of their indebtedness.

A\ntriggering of any such cross-default or cross-acceleration provisions under the Indenture and/or such other indebtedness on a stand-alone\nor simultaneous basis could create liquidity issues and adversely impact our ability to repay the Convertible Notes and/or such other\nindebtedness. An inability of us to repay the holders of the Convertible Notes would give such holders the right to proceed against the\ncollateral granted to them to secure such indebtedness. Assuming such other indebtedness other than the Convertible Notes is also secured,\nthe creditors under such indebtedness would similarly have the right to proceed against the collateral granted to them to secure their\nindebtedness. Additionally, we may not be able to incur additional loans from other lenders to enable us to refinance the Convertible\nNotes and/or any such other indebtedness.

Risks\nRelated to Taxation

Unrealized\nfair value gains on our Bitcoin holdings could cause us to become subject to the corporate alternative minimum tax under the Inflation\nReduction Act of 2022.

The\nU.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022. Unless an exemption applies, the IRA imposes\na 15% corporate alternative minimum tax (“CAMT”) on a corporation with respect to an initial tax year and subsequent\ntax years, if the average annual adjusted financial statement income (“AFSI”) for any consecutive three-tax-year period\npreceding the initial tax year exceeds $1 billion. On September 12, 2024, the Department of Treasury and the IRS issued proposed regulations\nwith respect to the application of CAMT.

Additionally,\nwe are required to adopt ASU 2023-08, under which Bitcoin holdings must be measured at fair value in our statement of financial position,\nwith gains and losses from changes in the fair value of our Bitcoin recognized in net income each reporting period. On September 30,\n2025, the Department of Treasury and the IRS issued interim guidance permitting a corporation to disregard unrealized gains and losses\non its digital asset holdings when computing AFSI, and stated their intention to issue revised proposed regulations similar to this guidance.\nPursuant to this interim guidance, we intend to exclude unrealized gains and losses on our Bitcoin holdings from our AFSI.

However,\nthe interim guidance is not final and could be modified or withdrawn, and revised or final regulations or future legislation may not\nprovide similar relief. If that occurs, we may become subject to CAMT. Accordingly, as a result of the enactment of the IRA and our adoption\nof ASU 2023-08, we may be subject to CAMT in the 2026 taxable year and beyond. If we become subject to CAMT, it could result in a material\ntax obligation that we would need to satisfy in cash, which could materially affect our financial results, including our earnings and\ncash flow, and our financial condition.

Realized\nlosses and our inability to obtain all expected tax benefits could adversely affect our business, results of operations, and cash flows.

Our\nbusiness is exposed to significant price volatility and operational risks inherent in the Bitcoin ecosystem, which may cause us to incur\nrealized losses on digital asset positions, hedges, lending or staking arrangements, and other activities. Market dislocations, sharp\ndeclines in Bitcoin prices, forced liquidations, counterparty defaults, or changes in trading or custody practices may require us to\nsell assets at unfavorable prices or incur losses on settlements and unwinds. In addition, changes in accounting standards or their application\nmay accelerate recognition of losses or reduce the timing or magnitude of gains, which can increase earnings volatility and negatively\nimpact regulatory capital, liquidity management, and debt covenant compliance. Any sustained period of realized losses could materially\nreduce our cash flows and capital resources and constrain our ability to invest in growth initiatives.

We\nmay be unable to realize the full value of our expected tax benefits, including net operating losses, capital loss carryforwards, tax\ncredit carryforwards, and deductions relating to our digital asset activities. The characterization and timing of income, gains, and\nlosses from digital assets remain areas of evolving and, in some jurisdictions, unsettled tax law. As a result, tax authorities may challenge\nour positions, deny deductions, recharacterize transactions, or otherwise reduce the availability of anticipated tax attributes. Moreover,\nlimitations under applicable tax law, such as restrictions on the use of capital losses against ordinary income, annual utilization caps,\nseparate-return limitation year rules, or ownership change limitations, could defer, diminish, or eliminate our ability to utilize carryforwards.\nChanges in tax legislation, regulations, administrative guidance, or judicial decisions, in the United States or in non-U.S. jurisdictions\nwhere we operate, could further reduce the expected benefit of our tax attributes or require us to establish additional valuation allowances.

We\nperiodically assess the realizability of our deferred tax assets and may be required to record or increase a valuation allowance if we\nexperience losses, reduced forecasted taxable income, or adverse changes in tax law or audit outcomes. Establishing or increasing valuation\nallowances would increase our tax expense and reduce net income. In addition, if we experience an “ownership change” for\ntax purposes, our ability to use net operating loss carryforwards and certain built-in losses may be subject to significant annual limitations.\nTo the extent our realized losses increase while our expected tax benefits decline or are deferred, our effective tax rate may rise and\nour after-tax results and cash flows could be materially and adversely affected.

USE\nOF PROCEEDS

We\nwill not receive any proceeds from the sale of shares of Common Stock by the Selling Securityholders pursuant to this prospectus. We\nwill receive proceeds from the exercise of the Warrants for cash, but not from the sale of the shares of Common Stock issuable upon such\nexercise.

The\nCompany may receive up to an aggregate of approximately $148 million from the exercise of the Warrants, assuming the exercise in full\nof all of the Warrants for cash. There is no assurance that the holders of the Warrants will elect to exercise any or all of the Warrants.\nTo the extent that Warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of\nthe Warrants will decrease, potentially to zero. On October 6, 2026, the last reported sales price of our Common Stock was $4.18\nand the exercise price per share of the Warrants was $11.50. The exercise price of the Warrants is significantly higher than the current\nmarket price of our Common Stock and accordingly, it is highly unlikely that holders of Warrants will exercise their Warrants in the\nforeseeable future. Cash proceeds associated with the exercises of the Warrants are dependent on our stock price and given the recent\nprice volatility of our Common Stock and relative lack of liquidity in our stock, there is no certainty that holders of Warrants will\nexercise their Warrants and, accordingly, we may not receive any cash proceeds in relation to our outstanding Warrants. See “Description\nof Capital Stock” for additional information regarding the Warrants.

We\nexpect to use the net proceeds from the exercise of the Warrants, if any, for general corporate purposes, which may include funding working\ncapital requirements, capital expenditures, acquisitions and other business opportunities and the repayment of indebtedness. Our management\nwill have broad discretion over the use of proceeds from the exercise of the Warrants. See “Plan of Distribution”\nelsewhere in this prospectus for more information.

The\nSelling Securityholders will pay all incremental selling expenses relating to the sale of their shares of Common Stock, including underwriters’\nor agents’ commissions and discounts, brokerage fees, underwriter marketing costs and all reasonable fees and expenses of any legal\ncounsel representing the Selling Securityholders, except that we will pay the reasonable fees and expenses of one legal counsel for the\nSelling Securityholders, in the event of an underwritten offering of their securities. We will bear all other costs, fees and expenses\nincurred in effecting the registration of the securities covered by this prospectus, including, without limitation, all registration\nand filing fees, printing and delivery fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants.

DETERMINATION\nOF OFFERING PRICE

We\ncannot currently determine the price or prices at which shares of Common Stock may be sold by the Selling Securityholders under this\nprospectus.

DIVIDEND\nPOLICY

We\nhave never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and future earnings,\nif any, to fund the development and growth of the business, and therefore, do not anticipate declaring or paying any cash dividends on\nour Common Stock in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of\nour board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability,\ndebt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future\nindebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and\nany other factors or considerations the board of directors deems relevant.

MARKET\nINFORMATION

Our\nCommon Stock is listed on the Nasdaq Global Market under the symbol “SVIA” and our Warrants are listed on the Nasdaq Capital\nMarket under the symbol “SVIAW.” As of September 30, 2026, there were approximately 80 holders of record of our Common Stock.\nThe actual number of stockholders of our Common Stock and the actual number of holders of our Warrants is greater than the number of\nrecord holders and includes holders of our Common Stock or Warrants whose shares of Common Stock or Warrants are held in street name\nby brokers and other nominees.

MANAGEMENT’S\nDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless\nthe context otherwise requires, all references in this section to the “Company,” “Silvia,” “we,”\n“us” or “our” refer to Silvia, Inc., a Delaware corporation, and its subsidiaries. The following\ndiscussion and analysis of the financial condition and results of operations of the Company should be read together with our audited\nconsolidated financial statements for the period from June 17, 2025 (inception) through December 31, 2025, our unaudited condensed consolidated\nfinancial statements as of and for the three and six months ended June 30, 2026, and the related notes, in each case included elsewhere\nin this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could\ndiffer materially from those anticipated in these forward-looking statements as a result of various factors, including those described\nunder “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this prospectus.

Basis\nof Presentation

On\nDecember 5, 2025, the Company completed the Business Combination with CCCM, which was accounted for as a reverse recapitalization in\naccordance with U.S. GAAP. Legacy ProCap was determined to be the accounting acquirer and CCCM was treated as the acquired company for\nfinancial reporting purposes. Following the Business Combination, the Company became the publicly traded parent company, and Legacy ProCap\nbecame its operating subsidiary. As a result, our audited consolidated financial statements included elsewhere in this prospectus reflect\n(i) the historical operating results of the Company and Legacy ProCap prior to the Business Combination, (ii) the combined results of\nCCCM and the Company following the Closing of the Business Combination, (iii) the assets and liabilities of CCCM at their historical\ncost and (iv) our equity structure for all periods presented, as affected by the recapitalization presentation. See Note 4 to our audited\nconsolidated financial statements included elsewhere in this prospectus for further information regarding the Business Combination. In\naddition, the historical financial statements of Legacy ProCap became the historical financial statements of the Company. Accordingly,\nthe comparative financial information presented for periods prior to the Business Combination, including the period from June 10, 2025\n(inception) through June 30, 2025, reflects the historical results of Legacy ProCap.

Overview

We\nare a U.S.-based modern finance company. The Company’s mission is to help independent investors make money. Historically, the Company’s\noperations included investor-focused media, educational content, and strategic investments designed to support independent investors\nthrough digital platforms and other content offerings. We believe advances in artificial intelligence and automation technologies have\nthe potential to transform financial analysis, investment research, and investor decision support.

Our\nstrategy is centered on developing scalable technology platforms, expanding our proprietary data and analytical capabilities, and pursuing\nstrategic opportunities that enhance our products, services, and long-term growth prospects. Through a combination of internal development\ninitiatives and strategic acquisitions, we seek to provide technology-enabled solutions designed to improve the accessibility, efficiency,\nand quality of financial information and analysis available to investors.

During\n2026, we expanded our AI-focused initiatives through the launch of Silvia Insights and the acquisition of CFO Silvia. Silvia Insights\nis an AI-driven research product designed to provide investors with market intelligence and investment research. CFO Silvia is a consumer-focused\nfinancial technology platform that utilizes AI to aggregate and analyze financial information. Together, these initiatives support our\nobjective of developing technology-enabled solutions that improve the accessibility and efficiency of financial analysis and investor\nengagement.

We\nalso conduct an asset management business through the Investment Manager, which serves as investment adviser to the Initial Fund and\nthe SPV Fund, may serve as investment adviser to additional private funds and to other special purpose vehicles, alternative investment\nvehicles, co-investment vehicles and similar vehicles (together with the SPV Fund, “SPVs”) and is also proposed to serve\nas investment sub-adviser to five proposed actively managed exchange-traded funds (the “Silvia ETFs”). We refer to\nthe Initial Fund, together with any other private funds and SPVs that we or our subsidiaries sponsor, advise or manage, as the “Funds”;\nthe term “Funds” does not include the Silvia ETFs.

Our\nasset management activities are at an early stage. The Initial Fund was launched during the quarter ended June 30, 2026, the SPV Fund\nwas launched in August 2026, the Silvia ETFs have not launched and the Investment Manager’s registration as an investment adviser\nhas not yet become effective. Accordingly, our historical results of operations discussed below do not reflect significant operations\nof our asset management activities and remain significantly affected by changes in the fair value of our Bitcoin holdings. Over time,\nwe expect the economics of our asset management business to consist primarily of management fees and sub-advisory fees earned by the\nInvestment Manager and carried interest earned by the general partner of the Initial Fund, and we expect to incur related costs substantially\nin advance of any meaningful related revenue. Each of these activities is described below under “—Recent Developments.”

In\naddition, we have adopted a Bitcoin treasury strategy and intend to hold Bitcoin as a treasury reserve asset. We believe that Bitcoin\nrepresents a superior long-term store of value and a viable alternative to traditional fiat-based reserve assets and that Bitcoin will\nplay an increasingly important role as a reserve asset for individuals, corporations, and governments worldwide.

Recent\nDevelopments

Acquisition\nof CFO Silvia

On\nApril 6, 2026, we completed the CFO Silvia Acquisition, a consumer-focused financial technology platform that utilizes artificial intelligence\ntechnologies to aggregate, organize, and analyze financial information. The CFO Silvia Acquisition expands our AI-powered product offerings\nand supports our strategy of developing technology-enabled solutions designed to improve financial analysis, research, and investor decision-making.

The\nresults of CFO Silvia have been included in our unaudited condensed consolidated financial statements since April 6, 2026. Additional\ninformation regarding the CFO Silvia Acquisition is included in Note 3 to the unaudited condensed consolidated financial statements.

CFO\nSilvia has developed a consumer-facing AI platform that aggregates and organizes financial data to provide users with automated financial\neducation, tracking and analytical tools. The CFO Silvia platform connects to financial account integrations, including brokerage accounts,\nretirement accounts, cryptocurrency wallets, real estate valuation services, and alternative investment platforms, to deliver users a\nconsolidated, real-time view of their net worth, holdings and liabilities.

The\nCFO Silvia platform utilizes AI-driven analytical tools to perform portfolio tracking, concentration analysis, fee analysis, scenario\nmodeling, and informational financial summaries through a conversational interface accessible via chat, email, and voice. The platform\nis designed to surface potential portfolio risks, including sector or asset class overconcentration, elevated fee structures, and inefficient\ncash allocation. The platform does not provide personalized investment advice within the meaning of the Advisers Act and is not intended\nto serve as a registered investment adviser or replace the judgment of a qualified financial professional.

AI\nand Regulatory Uncertainty

Our\nAI-related initiatives operate in rapidly evolving and competitive markets and are subject to changing legal, regulatory, and technological\ndevelopments, including those relating to data privacy, cybersecurity, intellectual property, consumer protection, and the use of automated\nfinancial analysis tools. As we continue to develop and expand our platforms, we expect innovation, technology development, and disciplined\ncapital allocation to remain important components of our strategy.

Initial\nFund

During\nthe quarter ended June 30, 2026, we expanded our business to include asset management through the launch of the Initial Fund, our initial\nasset management product. The Investment Manager serves as investment adviser to the Initial Fund, and Silvia Innovation Fund I GP, LLC,\nour wholly-owned subsidiary and a legal entity separate from the Investment Manager (the “General Partner”), serves\nas its general partner. We hold indirectly an interest in the Initial Fund through the General Partner. The Initial Fund expects to invest\nprimarily in technology-sector companies and assets, many of which may be private and illiquid, although it has broad flexibility as\nto geography, strategy and asset class. As of June 30, 2026, the Initial Fund and related entities had not commenced significant operations\nand had not engaged in material transactions.

The\neconomics of the Initial Fund are earned at the subsidiary level. Management fees from the Initial Fund are payable to the Investment\nManager and are based on each limited partner’s capital commitment during the Initial Fund’s investment period and on invested\ncapital thereafter. Carried interest is payable to the General Partner and depends on the Initial Fund’s investment results and\non the timing and amount of investment realizations. The Company does not receive management fees or carried interest directly. As a\nresult, management-fee revenue from the Initial Fund will depend substantially on the ability of the Investment Manager and the General\nPartner to raise capital commitments from third-party investors, and any carried interest will be long-dated, may not be earned for many\nyears, if at all, and may be concentrated in a limited number of periods. Carried interest distributed to the General Partner may also\nbe subject to a fund-level clawback, which would reduce amounts otherwise available to us. Fee reductions, waivers or expense support\noffered to attract investors could reduce the revenues of our asset management business, while its personnel, compliance, technology\nand other operating expenses may continue regardless of the amount of capital raised or investment performance.

The\nGeneral Partner is expected to contribute all or substantially all of the Initial Fund’s initial capital, which may be used to\nmake the Initial Fund’s initial investments and to pay its initial expenses, and a portion of that funded capital is expected to\nbe returned to the General Partner as third-party investors are admitted at subsequent closings. There can be no assurance as to the\namount or timing of any such return. Capital funded by the General Partner represents our capital, may be invested in private and illiquid\nassets that are difficult to value and would not be available for our existing operations or other corporate purposes while it remains\ninvested. We may also elect to provide additional capital or support to the Funds, such as warehousing investments or bridging investor\ncapital contributions, but we are under no obligation to provide any such support unless we agree to do so, and the nature and extent\nof any such support have not been determined. Whether we are required to consolidate the Initial Fund or any other Fund in our financial\nstatements will depend on our economic interests in, decision-making rights over and other relationships with the relevant vehicle.

SPV\nFund Investment

As\nof October 6, 2026, we committed to transfer\n$11.0 million to Silvia SPV GP, LLC to fund the three initial investments of the SPV Fund.

Appointment\nof Independent Director and Nasdaq Compliance

On\nJuly 15, 2026, the Company appointed Benjamin Buchanan as an independent director of the Company’s board of directors (the “Board”)\nand member of the audit committee of the Board (the “Audit Committee”). As a result of this appointment, the Company\nregained compliance with The Nasdaq Stock Market LLC (“Nasdaq”) corporate governance requirements relating to Board\nand Audit Committee independence. On July 21, 2026, the Company received notice from Nasdaq confirming that the compliance matter had\nbeen resolved and closed.

Proposed\nExchange-Traded Funds

On\nAugust 13, 2026, the ETF Trust, filed a post-effective amendment to its registration statement on Form N-1A with the SEC with respect\nto the Silvia ETFs. That registration statement is separate from the registration statement of which this prospectus forms a part. The\nAdviser serves as investment adviser to the Silvia ETFs, and the Investment Manager is proposed to serve as investment sub-adviser and\nto provide portfolio management services, subject to the supervision and oversight of the Adviser and the board of trustees of the ETF\nTrust.

The\nETF Trust’s registration statement remains subject to SEC review and comment and may be amended, delayed or withdrawn. No Silvia\nETF may commence operations until the registration statement with respect to that fund has become effective, its shares have been approved\nfor listing on a national securities exchange, the Investment Manager’s registration as an investment adviser has become effective\nand applicable distribution and operational arrangements are in place, and there can be no assurance that any Silvia ETF will launch\nwhen anticipated or at all. We have not earned any sub-advisory fees to date and do not expect the Silvia ETFs to generate meaningful\nrevenue in the near term. See “Risk Factors—Risks Related to Our Expansion into Exchange-Traded Funds.”

If\nthe Silvia ETFs launch, any sub-advisory fees are expected to be calculated as a percentage of the average daily net assets of each Silvia\nETF and paid out of the Adviser’s unitary management fee. The Company would not receive sub-advisory fees directly; those fees\nwould be earned by the Investment Manager and reflected in our consolidated results. Sub-advisory fee revenue would therefore depend\non the assets of the Silvia ETFs, which will fluctuate with market prices, investment performance and creations and redemptions of fund\nshares, and on the continuation of the sub-advisory relationship, which the Adviser and the board of trustees of the ETF Trust may terminate\nor decline to renew. Launch, marketing and compliance costs, and any expense obligations we agree to bear, may exceed sub-advisory fee\nrevenue for an extended period or indefinitely. Each Silvia ETF will require seed capital before it may publicly offer its shares. We\nanticipate that third parties will provide that seed capital, although we or our affiliates may provide seed capital to the Silvia ETFs.\nIn addition, under a license agreement entered into on August 12, 2026, the Investment Manager will pay a royalty calculated as a percentage\nof the average daily net assets of one proposed Silvia ETF for periods during which the license agreement is in effect and that fund\nis operational, which would reduce the Investment Manager’s net economics from that fund.

This\nRegistration Statement and the prospectus herein are not an offer to sell or the solicitation of an offer to buy shares of any Silvia\nETF. Any offering of shares of a Silvia ETF will be made only by means of a prospectus of that fund. We are not the issuer of, and do\nnot offer, shares of any Silvia ETF.

Special\nPurpose Vehicles

In\naddition to the Initial Fund, the Investment Manager may serve as investment adviser to additional private funds and to SPVs that we\nor our subsidiaries sponsor, advise or manage. On August 26, 2026, we expanded our asset management business through the launch of the\nSPV Fund, which is advised by the Investment Manager. The SPV Fund has invested in three privately-held companies for a total of $11\n.0 million. As of October 6, 2026, we had not earned any management fees on those investments.

The\nlaunch of the SPV Fund and its investments occurred after June 30, 2026 and are not reflected in our historical results of operations\ndiscussed below. The $11.0 million amount represents the aggregate investments to be made by the SPV Fund as of October 6,\n2026, and is not revenue to us. The economic terms of the SPV Fund and of any future SPVs, including any fees or other compensation\npayable to the Investment Manager or our other subsidiaries, may differ from those of the Initial Fund, and any economics we derive from\nSPVs will depend on the terms of each vehicle, the performance of its investments, which may be illiquid and difficult to value, and\nthe timing of any realizations.

Investment\nAdviser Registration

On\nSeptember 17, 2026, the Investment Manager filed Parts 1 and 2A of Form ADV with the SEC to register as an investment adviser under the\nAdvisers Act. The Investment Manager’s registration has not yet become effective. The Investment Manager currently relies on exemptions\nfrom registration under applicable federal and state law in connection with its private fund advisory activities, including its advisory\nservices to the Initial Fund.

Registration\nunder the Advisers Act applies at the adviser level. The Investment Manager’s registration will not constitute registration of\nSilvia, Inc., the General Partner, any Fund or our consumer platform. As described under “—Acquisition of CFO Silvia”\nabove, the CFO Silvia platform does not provide personalized investment advice and is not intended to serve as a registered investment\nadviser.

As\nan investment adviser, the Investment Manager currently owes fiduciary duties to its advisory clients and is subject to the anti-fraud\nprovisions of the Advisers Act. Upon effectiveness of its registration, the Investment Manager will become subject to additional requirements\napplicable to SEC-registered investment advisers and to SEC examination authority. We expect the registration process and the continued\ndevelopment of the Investment Manager’s compliance program to require significant expenditures before our asset management business\ngenerates meaningful revenue and while the material weakness in our internal control over financial reporting described under “—Internal\nControl over Financial Reporting” below remains unremediated.

There\ncan be no assurance that the Investment Manager’s registration will become effective when anticipated or at all. Any delay in,\nor failure to obtain, registration could delay or prevent the launch of one or more Silvia ETFs, limit the Investment Manager’s\nability to expand its advisory activities beyond those permitted by the exemptions on which it currently relies or cause us to incur\nadditional costs. See “Business—Government Regulation—Investment Adviser Registration and Advisory Activities”\nand “Risk Factors—Risks Related to Our Expansion into Asset Management.”

Results\nof Operations for the Period from June 17, 2025 (inception) through December 31, 2025

The\nfollowing table sets forth a summary of our results of operations for the period from June 17, 2025 (inception) through December 31,\n2025. This information should be read together with our audited consolidated financial statements and the related notes included elsewhere\nin this prospectus.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the period from June 17, 2025 (inception) through December 31, 2025
Revenue	$	85,000

Operating expenses
General and administrative		7,630,335
Stock-based compensation		442,043
Loss from operations		(7,987,378	)

Other income (expense):
Realized loss on sale of 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 note conversion feature		2,350,290
Change in fair value of derivative securities		106,264
Interest income		259,942
Interest expense		(534,054	)
Other expense, net		(20,988,126	)

Net loss	$	(28,975,504	)

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	)

Revenues

Revenue\nfor the period from June 17, 2025 (inception) through December 31, 2025 was $85,000 and not material to overall results. We currently\ngenerate limited revenue from digital advertising and marketing services, which is recognized over time as performance obligations are\nsatisfied. We have not yet demonstrated an ability to generate sustainable or predictable revenue, and there can be no assurance that\nwe will do so in the future.

General\nand Administrative Expenses

General\nand administrative expenses consist primarily of personnel-related costs, professional fees, and other corporate overhead expenses. For\nthe period from June 17, 2025 (inception) through December 31, 2025, general and administrative expenses totaled $7.6 million. Personnel-related\ncosts included $2.3 million of salary expense and accrued bonuses. Professional fees totaled $4.6 million and were primarily attributable\nto legal, accounting, advisory, and other professional services incurred in connection with the consummation of the Business Combination\nand our transition to operating as a public company. The remaining general and administrative expenses consisted of insurance, technology,\nfacilities, and other corporate costs incurred during the period.

Other\nIncome (Expense)

Other\nincome (expense) for the period from June 17, 2025 (inception) through December 31, 2025 was net expense of $21.0 million, primarily\ndriven by realized loss on sale of digital assets, changes in fair value of conversion feature, digital assets and derivative securities,\nas well as interest expense and interest income.

We\nrecognized a realized loss of $54.5 million on the sale of digital assets and an unrealized loss of $25.0 million related to changes\nin the fair value of our remaining digital asset holdings. These losses were driven by volatility in Bitcoin market prices during the\nperiod and reflect our strategy of holding Bitcoin as a primary treasury reserve asset, which subjects our results of operations to significant\nmarket price fluctuations.

Other\nincome included a gain in the change in fair value of conversion feature - preferred units of $56.3 million, a $2.4 million gain related\nto changes in the fair value of the conversion feature embedded in our Convertible Notes and a $0.1 million gain related to changes in\nthe fair value of our put option liability. These amounts reflect non-cash fair value remeasurements recognized in earnings during the\nperiod from June 17, 2025 (inception) through December 31, 2025.

Interest\nexpense totaled $0.5 million, primarily attributable to amortization of capitalized financing-related costs incurred and amortization\nof debt discount during the period from June 17, 2025 (inception) through December 31, 2025.

Interest\nincome during the period of $0.3 million was primarily attributable to interest earned through the US Bank collateral account.

Results\nof Operations for the Three Months Ended June 30, 2026, and the Period from June 10, 2025 (Inception) through June 30, 2025

The\nfollowing table sets forth a summary of our results of operations for the three months ended June 30, 2026 (in thousands, except share\nand per share data). The comparison period presented in our unaudited condensed consolidated financial statements is the period from\nJune 10, 2025 (inception) through June 30, 2025, which reflects the historical results of Legacy ProCap and is not comparable to the\nthree months ended June 30, 2026. This information should be read together with our unaudited condensed consolidated financial statements\nand the related notes included elsewhere in this prospectus.

	For the Three Months Ended			Period from June 10, 2025 (Inception) through			Increase		Percentage
	June 30, 2026			June 30, 2025			(Decrease)		Change

Revenue	$	37			$	-		$	37		100	%

Operating Expenses:
General and administrative		11,304				8			11,296		100	%
Stock-based compensation		3,723				-			3,723		100	%
Total Operating Expenses		15,027				8			15,019		187738	%
Operating Loss		(14,990	)			(8	)		(14,982	)	187275	%

Other income (expense)
Unrealized (loss) gain on digital assets		(49,362	)			14,296			(63,658	)	-445	%
Realized loss on digital assets		(2,676	)			-			(2,676	)	100	%
Change in fair value of convertible notes conversion feature		109				-			109		100	%
Interest and dividend income		128				-			128		100	%
Interest expense		(760	)			-			(760	)	0	%
Change in fair value of derivative liability		-				10,330			(10,330	)	-100	%
Other (expense) income, net		(52,561	)			24,626			(77,187	)	-313	%
Net (loss) income before taxes		(67,551	)			24,618			(92,169	)	-374	%

Income tax benefit		(2,504	)			-			(2,504	)	0	%

Net (Loss) Income	$	(65,047	)		$	24,618		$	(89,665	)	-364	%

Revenues

Revenue\nfor the three months ended June 30, 2026 was $0.04 million and for the period from June 10, 2025 (Inception) through June 30, 2025 was\n$0. Revenue remained limited as we launched new revenue generating products during the period relating to Silvia Insights and CFO Silvia.\nThe Company’s revenue growth will depend on the successful commercialization of its products and services and the continued execution\nof its growth strategy.

General\nand Administrative Expenses

General\nand administrative expenses were $11.3 million for the three months ended June 30, 2026, compared to $0 for the period from June 10,\n2025 (Inception) through June 30, 2025. The 2026 period reflects operations as a public company and inclusion of $6.7 million of payroll\ncompensation (including a one-time signing bonus of $5.0 million for the Chief Technology Officer), $1.3 million of software licensing\nfees, $1.2 million of amortization of acquired intangible assets, $1.0 million of professional fees (including acquisition related expenses),\namong other expenses. The inception period reflected only limited administrative activities as we had recently commenced operations then\nand had not yet developed the infrastructure, personnel base, and operational scale necessary to support its current business activities.

Stock-based\ncompensation

Stock-based\ncompensation expense was $3.7 million for the three months ended June 30, 2026, compared to $0 for the period from June 10, 2025 (inception)\nthrough June 30, 2025. The increase was attributable to equity awards granted to employees and consultants under the Company’s\nequity incentive plans.

Other\nIncome (Expense), net

Other\nexpense, net for the three months ended June 30, 2026 was $52.6 million, compared to other income, net of $24.6 million for the period\nfrom June 10, 2025 (Inception) through June 30, 2025. The Company’s results during the period were primarily driven by the change\nin fair value of digital assets as a result of decline in Bitcoin market prices.

Unrealized\ngain (loss) on digital assets

Unrealized\nloss on digital assets was $49.4 million for the three months ended June 30, 2026, compared to an unrealized gain on digital assets of\n$14.3 million for the period from June 10, 2025 (inception) through June 30, 2025. The change was primarily attributable to declines\nin the fair value of the Company’s Bitcoin holdings during the 2026 period.

Realized\nloss on digital assets

Realized\nloss on digital assets was $2.7 million for the three months ended June 30, 2026, compared to $0 for the period from June 10, 2025 (inception)\nthrough June 30, 2025. The loss was attributable to sales of digital assets during the 2026 period.

Interest\nand dividend income

Interest\nand dividend income was $0.1 million for the three months ended June 30, 2026, compared to $0 for the period from June 10, 2025 (inception)\nthrough June 30, 2025. The increase was primarily attributable to income earned on cash, cash equivalents, and investments held during\nthe 2026 period.

Change\nin fair value of derivative liabilities

Change\nin fair value of derivative liabilities was $0 for the three months ended June 30, 2026, compared to $10.3 million for the period from\nJune 10, 2025 (inception) through June 30, 2025. The change was attributable to the absence of derivative liabilities during the 2026\nperiod.

Results\nof Operations for the Six Months Ended June 30, 2026, and the Period from June 10, 2025 (Inception) through June 30, 2025

The\nfollowing table sets forth a summary of our results of operations for the six months ended June 30, 2026 (in thousands, except share\nand per share data). The comparison period presented in our unaudited condensed consolidated financial statements is the period from\nJune 10, 2025 (inception) through June 30, 2025, which reflects the historical results of Legacy ProCap and is not comparable to the\nsix months ended June 30, 2026. This information should be read together with our unaudited condensed consolidated financial statements\nand the related notes included elsewhere in this prospectus.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the Six Months Ended			Period from June 10, 2025 (Inception) through			Increase		Percentage
	June 30, 2026			June 30, 2025			(Decrease)		Change

Revenue	$	38			$	-		$	38		100	%

Operating Expenses:
General and administrative		15,556				8			15,548		100	%
Stock-based compensation		7,263				-			7,263		100	%
Total Operating Expenses		22,819				8			22,811		285138	%
Operating Loss		(22,781	)			(8	)		(22,773	)	284663	%

Other income (expense)
Unrealized (loss) gain on digital assets		(154,829	)			14,296			(169,125	)	-1183	%
Realized loss on digital assets		(2,676	)			-			(2,676	)	100	%
Change in fair value of convertible notes conversion feature		946				-			946		100	%
Realized loss on put option liability		(914	)			-			(914	)	100	%
Gain on extinguishment of debt		5,933				-			5,933		100	%
Interest and dividend income		871				-			871		100	%
Interest expense		(1,860	)			-			(1,860	)	100	%
Change in fair value of derivative liability		-				10,330			(10,330	)	100	%
Other (expense) income, net		(152,529	)			24,626			(177,155	)	-719	%

Net (loss) income before taxes		(175,310	)			24,618			(199,928	)	-812	%

Income tax benefit		(2,504	)			-			(2,504	)	0	%

Net (Loss) Income	$	(172,806	)		$	24,618		$	(197,424	)	-802	%

Revenues

Revenue\nfor the six months ended June 30, 2026 and for the period from June 10, 2025 (Inception) through June 30, 2025 was $0.04 million and\n$0, respectively, as we launched new revenue generating products during the June 30, 2026 period relating to Silvia Insights and the\nCFO Silvia Acquisition. The Company’s revenue growth will depend on the successful commercialization of its products and services\nand the continued execution of its growth strategy.

General\nand Administrative Expenses

General\nand administrative expenses were $15.6 million for the six months ended June 30, 2026, compared to $0 for the period from June 10, 2025\n(Inception) through June 30, 2025. The 2026 period reflects operations as a public company and inclusion of $7.7 million of payroll compensation\n(including a one-time signing bonus of $5.0 million for the Chief Technology Officer), $1.3 million of software licensing fees, $1.2\nmillion of amortization of acquired intangible assets, $2.8 million of professional fees (including acquisition related expenses), among\nother expenses. The inception period reflected only limited administrative activities as we had recently commenced operations then and\nhad not yet developed the infrastructure, personnel base, and operational scale necessary to support its current business activities.

Stock-based\ncompensation

Stock-based\ncompensation expense was $7.3 million for the six months ended June 30, 2026, compared to $0 for the period from June 10, 2025 (inception)\nthrough June 30, 2025. The increase was attributable to equity awards granted to employees and consultants under the Company’s\nequity incentive plans.

Other\nIncome (Expense), net

Other\nexpense, net was $152.5 million for the six months ended June 30, 2026, compared to other income, net of $24.6 million for the period\nfrom June 10, 2025 (inception) through June 30, 2025. The change was primarily attributable to unrealized losses on digital assets recognized\nduring the 2026 period.

Unrealized\ngain (loss) on digital assets

Unrealized\nloss on digital assets was $154.8 million for the six months ended June 30, 2026, compared to an unrealized gain on digital assets of\n$14.3 million for the period from June 10, 2025 (inception) through June 30, 2025. The change was primarily attributable to declines\nin the fair value of the Company’s Bitcoin holdings during the 2026 period.

Realized\nloss on digital assets

Realized\nloss on digital assets was $2.7 million for the six months ended June 30, 2026, compared to $0 for the period from June 10, 2025 (inception)\nthrough June 30, 2025. The loss was attributable to sales of digital assets during the 2026 period.

Change\nin fair value of convertible notes

Change\nin fair value of convertible notes resulted in income of $0.9 million for the six months ended June 30, 2026, compared to $0 for the\nperiod from June 10, 2025 (inception) through June 30, 2025. The income was attributable to changes in the fair value of the conversion\nfeature embedded within the Company’s convertible notes.

Realized\nloss on put option liabilities

Realized\nloss on put option liabilities was $0.9 million for the six months ended June 30, 2026, compared to $0 for the period from June 10, 2025\n(inception) through June 30, 2025. The loss was attributable to the settlement of put option liabilities during the period.

Gain\non extinguishment of debt

Gain\non extinguishment of debt was $5.9 million for the six months ended June 30, 2026, compared to $0 for the period from June 10, 2025 (inception)\nthrough June 30, 2025. The gain was primarily attributable to the repurchase of a portion of the Company’s outstanding convertible\nnotes at a discount to the principal outstanding.

Interest\nexpense

Interest\nexpense was $1.9 million for the six months ended June 30, 2026, compared to $0 for the period from June 10, 2025 (inception) through\nJune 30, 2025. The increase was primarily attributable to amortization of debt discount and debt issuance costs associated with the Company’s\nconvertible notes, as well as the repayment of a portion of such notes during the period.

Change\nin fair value of derivative liabilities

Change\nin fair value of derivative liabilities was $0 for the six months ended June 30, 2026, compared to income of $10.3 million for the period\nfrom June 10, 2025 (inception) through June 30, 2025. The decrease was attributable to the absence of derivative liabilities during the\n2026 period.

Liquidity\nand Capital Resources

As\nof December 31, 2025, we had cash and cash equivalents of approximately $45.0 million, restricted cash of approximately $149.9 million\nand working capital of approximately $194.8 million. Restricted cash primarily related to collateral requirements under the Convertible\nNotes and our written Bitcoin put option contracts.

As\nof June 30, 2026, we had cash and cash equivalents of approximately $15.3 million, no restricted cash and a working capital deficit of\napproximately $77.3 million. The working capital deficit resulted primarily from the reclassification of the Convertible Notes as current\nliabilities as of June 30, 2026 as a result of the holders’ contractual repurchase right that becomes exercisable on June 5, 2027.

For\nthe period from June 17, 2025 (inception) through December 31, 2025, we reported a net loss of approximately $29.0 million. This net\nloss was primarily driven by factors that are inherently volatile and subject to market conditions, including:

\n \n \n \n \n \n \n \n \n

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

Because\ndigital assets and derivative instruments are measured at fair value, our results of operations may fluctuate significantly from period\nto period, as discussed further in Note 11 to our audited consolidated financial statements for more information.

On\nDecember 5, 2025, we completed the Business Combination and issued the Convertible Notes in the aggregate principal amount of $235.0\nmillion for an aggregate purchase price equal to 97% of the aggregate principal amount of the Convertible Notes. See Note 8 to\nour audited financial statements for more information.

As\nof June 30, 2026, the aggregate principal amount of the outstanding convertible notes was $99.6 million. Although the notes mature in\nDecember 2028, holders may have contractual repurchase rights that become exercisable beginning June 5, 2027. As a result, the convertible\nnotes were classified as current liabilities as of June 30, 2026. See Note 7, Convertible Notes to our unaudited condensed consolidated\nfinancial statements, for additional information.

As\nof June 30, 2026, we held approximately 5,355 Bitcoin with an aggregate fair value of approximately $313.4 million, a portion of which\nserves as collateral under our convertible note arrangements.

Other\nthan collateral arrangements associated with financing activities, we currently have no off-balance sheet financing arrangements\nand did not have any material capital expenditure commitments as of June 30, 2026.

We\ndo not maintain any committed external sources of liquidity, including credit facilities or other financing arrangements. In evaluating\nour liquidity position, we considered our anticipated operating cash needs, the timing and nature of potential obligations under the\nConvertible Notes, our current cash and cash equivalents balance, and the availability of financing and capital-raising alternatives.\nWhile our Bitcoin is held for long-term appreciation, we also considered it in the overall evaluation of our liquidity position given\nits active trading market. As a result, a significant increase or decrease in the market value or liquidity of Bitcoin would impact our\nevaluation.

In\nthe near term, we expect to use available resources primarily to fund operating expenses, working capital requirements, investments in\ntechnology and infrastructure, and the development of our asset management and exchange-traded fund businesses. With respect to those\nbusinesses, we expect these uses to include (i) registration and compliance costs of the Investment Manager, including personnel, systems\nand third-party service providers, which support the Investment Manager’s advisory business as a whole, (ii) the General Partner’s\ncapital contributions to the Initial Fund, a portion of which is expected to be returned as third-party investors are admitted at subsequent\nclosings, (iii) any capital or other support that we elect or agree to provide to the SPV Fund or other SPVs, which we are not obligated\nto provide unless we agree to do so, and (iv) seed capital and expense limitation or reimbursement obligations that we agree to provide\nin connection with the Silvia ETFs, if any. As of the date of this prospectus, we have not committed to provide seed capital to any Silvia\nETF. Amounts that we commit to those businesses, if any, would not be available for our existing operations, debt service, acquisitions\nor other corporate purposes, and we expect those costs to increase in future periods and to be incurred before, and substantially in\nadvance of, any related revenue. Capital contributed by third-party investors to the Funds or the Silvia ETFs would not be available\nto fund our corporate operations. Over the longer term, we may deploy capital to support strategic acquisitions, business expansion initiatives,\ninvestments in digital assets and potential share repurchase programs. The timing and magnitude of those expenditures will depend on\nmarket conditions, the availability of capital and strategic opportunities. Based on our assessment of its anticipated operating cash\nneeds, potential obligations under the Convertible Notes, financial position, and available financing and capital-raising alternatives,\nwe believe that the Company has sufficient resources to satisfy anticipated working capital and operating requirements for at least the\nnext twelve months.

Share\nRepurchases

On\nDecember 9, 2025, our Board approved the 2025 Repurchase Program, providing for the repurchase of up to $100 million of our outstanding\nshares of Common Stock, and on December 12, 2025 we entered into an open market share repurchase agreement with TD Securities Inc., which\nagreed to act as our non-exclusive agent to repurchase shares of Common Stock in the open market. During December 2025, we repurchased\n839,396 shares of Common Stock for approximately $2.8 million, including commissions, at an average price of $3.391 per share.

During\nthe three months ended June 30, 2026, we repurchased 2,570,974 shares of Common Stock for approximately $4.8 million, including commissions,\nat an average price of $1.85 per share, and during the six months ended June 30, 2026 we repurchased 5,238,030 shares of Common Stock\nfor approximately $12.8 million, including commissions. As of June 30, 2026, approximately $84.4 million remained available under the\n2025 Repurchase Program. As of June 30, 2026, we held 6,077,426 shares of Common Stock in treasury, compared to 839,396 shares of Common\nStock held in treasury as of December 31, 2025. Repurchases under the 2025 Repurchase Program reduce our cash and cash equivalents, Bitcoin\nholdings when Bitcoin is used to fund repurchases, the capital otherwise available to acquire Bitcoin, to service the Convertible Notes\nor to fund our operations. The 2025 Repurchase Program does not obligate us to repurchase any shares of Common Stock and may be suspended,\nmodified or terminated at any time.

Cash\nFlows

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

The\nfollowing table summarizes our cash flows from operating, investing and financing activities for period from June 17, 2025 (inception)\nthrough December 31, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the period June 17, 2025 (inception) through
	December 31, 2025
Net cash used in operating activities	$	(7,491,814	)
Net cash used in investing activities	$	(521,344,966	)
Net cash provided by financing activities	$	723,698,239

Cash\nFlows Used in Operating Activities

Net\ncash used in operating activities for the period from June 17, 2025 (inception) through December 31, 2025, was $7.5 million. Non-cash\nadjustments to reconcile net loss to net cash used in operating activities was $21.5 million and were primarily due to, a realized loss\non the sale of Bitcoin of $54.5 million an unrealized loss change in fair value of Bitcoin of $25.0 million, amortization of debt discount\nand debt issuance costs of $0.5 million, stock-based compensation expense of $0.4 million, and depreciation expense of $0.03 million\noffset by an unrealized gain from the change in fair value of the Convertible Notes’ conversion feature of $2.4 million, an unrealized\ngain change in fair value of the derivative securities liability of $0.1 million, and an unrealized gain in the change in the fair value\nof the preferred units conversion feature of $56.3 million and $0.2 million in changes in operating assets and liabilities.

Cash\nFlows Used by Investing Activities

Net\ncash used in investing activities for the period from June 17, 2025 (inception) through December 31, 2025, was $521.3 million, driven\nby purchases of Bitcoin of $983.3 million and the purchase of fixed assets of $0.1 million, partially offset by proceeds from the sale\nof Bitcoin of $462.0 million, as reflected in the accompanying consolidated Statement of Cash Flows included in our Audited Financial\nStatements.

Cash\nFlows Provided by Financing Activities

Net\ncash provided by financing activities for the period from June 17, 2025 (inception) through December 31, 2025, was $723.7 million and\nconsisted of proceeds from the sales of Preferred Units of $495.7 million and issuance of Convertible Notes of $228.0 million, proceeds\nfrom the reverse recapitalization of $12.2 million, proceeds from derivative securities of $0.5 million, and proceeds from the promissory\nnote, related party of $1.8 million, offset by debt issuance costs of $9.7 million, payment of the promissory note, related party of\n$1.9 million, and purchase of treasury stock of $2.9 million.

For\nthe Six Months Ended June 30, 2026 and for the period from June 10, 2025 (Inception) through June 30, 2025

The\nfollowing table summarizes our cash flows from operating, investing and financing activities for the six months ended June 30, 2026 and\nfor the period from June 10, 2025 (Inception) through June 30, 2025 (In thousands):

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended June 30, 2026			Period from June 10, 2025 (Inception) through June 30, 2025
Net cash used in operating activities	$	(14,541	)		$	-
Net cash used in investing activities		(30,724	)			(476,000	)
Net cash (used in) provided by financing activities	$	(134,258	)		$	476,000

Cash\nFlows Used in Operating Activities

Net\ncash used in operating activities was $14.5 million for the six months ended June 30, 2026, compared to $0 for the period from June 10,\n2025 (inception) through June 30, 2025.

For\nthe six months ended June 30, 2026, net cash used in operating activities reflected the Company’s net loss of $172.8 million, adjusted\nfor non-cash items of $162.0 million. The most significant adjustment was $154.8 million of unrealized losses on digital assets resulting\nfrom declines in the fair value of Bitcoin holdings during the period. Changes in operating assets and liabilities resulted in a net\nuse of cash of $3.8 million during the period.

For\nthe period from June 10, 2025 (inception) through June 30, 2025, net cash provided by operating activities was not significant. Net income\nof $24.6 million, primarily attributable to unrealized gains on digital assets and gains recognized from changes in the fair value of\nthe conversion feature liability, was largely offset by non-cash fair value adjustments and changes in working capital accounts.

Cash\nFlows Used in Investing Activities

Net\ncash used in investing activities was $30.7 million for the six months ended June 30, 2026. The use of cash was primarily attributable\nto $36.0 million of purchases of digital assets, $1.3 million paid in connection with the CFO Silvia acquisition, and $0.3 million of\ncapital expenditures for property and equipment. These cash outflows were partially offset by $6.9 million of proceeds from sales of\ndigital assets.

For\nthe period from June 10, 2025 (inception) through June 30, 2025, net cash used in investing activities consisted primarily of $476.0\nmillion of purchases of digital assets.

Cash\nFlows Used in Financing Activities

Net\ncash used in financing activities was $134.3 million for the six months ended June 30, 2026. The use of cash primarily consisted of $119.2\nmillion of payments to repurchase a portion of the Company’s outstanding convertible notes, $12.8 million of treasury stock repurchases,\n$1.7 million of purchases of derivative securities, $1.0 million of tax payments associated with the vesting of restricted stock units,\nand $0.6 million of settlements of derivative securities. These outflows were partially offset by $0.9 million of proceeds received from\nderivative securities.

For\nthe period from June 10, 2025 (inception) through June 30, 2025, net cash provided by financing activities consisted primarily of $476.0\nmillion of proceeds from the issuance of preferred units, which were used principally to fund the acquisition of digital assets.

Internal\nControl over Financial Reporting

In\nconnection with the preparation of our financial statements for the period from June 17, 2025 (inception) through December 31, 2025,\nwe identified a material weakness in our internal control over financial reporting relating to (i) inadequate segregation of duties and\neffective risk assessment and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to\nthe requirements and application of both GAAP and SEC guidelines. A material weakness is a deficiency, or a combination of deficiencies,\nin internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or\ninterim financial statements will not be prevented or detected on a timely basis.

Based\non an evaluation under the supervision and with the participation of our management, our Chief Executive Officer and our Chief Financial\nOfficer concluded that our disclosure controls and procedures were not effective as of December 31, 2025 or as of June 30, 2026, due\nto the material weakness described above. There was no change in our internal control over financial reporting during the quarter ended\nJune 30, 2026 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We,\nwith oversight from our Audit Committee, are in the process of developing and implementing a remediation plan specific to the material\nweakness, which is expected to include the adequate segregation of duties, effective risk assessment and the implementation of written\npolicies and procedures for accounting and financial reporting. The material weakness will not be considered remediated until the applicable\nremedial controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are\noperating effectively, and remediation was not complete as of June 30, 2026. We cannot assure you that these measures will be sufficient\nto remediate the material weakness or that additional material weaknesses will not be identified in the future. See “Risk Factors.”

Critical\nAccounting Policies and Estimates

Our\naudited financial statements and unaudited condensed consolidated financial statements and in each case, the accompanying notes thereto\nincluded elsewhere in this prospectus are prepared in accordance with GAAP.

The\npreparation of our unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the\nreported amounts of assets, liabilities, costs and expenses, and related disclosure. We have based our estimates on various assumptions\nthat are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying\nvalues of assets and liabilities that are not readily apparent from other sources. We are subject to uncertainties such as the impact\nof future events, economic and political factors, and changes in our business environment; therefore, actual results could differ significantly\nfrom these estimates under different assumptions or conditions. To the extent that there are differences between our estimates and actual\nresults, our future unaudited condensed consolidated financial statement presentation, financial condition, results of operations, and\ncash flows will be affected.

We\nconsider an accounting estimate to be critical if it requires assumptions about matters that were highly uncertain at the time the estimate\nwas made and if changes in those assumptions, or changes in the estimate that are reasonably likely to occur from period to period, would\nhave a material effect on our financial condition or results of operations.

See\n“Summary of Significant Accounting Policies” described in Note 3 to our audited consolidated financial statements\nincluded elsewhere in this prospectus for a description of our significant accounting policies. During the six months ended June 30,\n2026, we identified the following additional critical accounting estimates as a result of the CFO Silvia Acquisition.

Business\nCombinations

We\naccount for acquisitions in accordance with ASC 805, Business Combinations. The allocation of purchase consideration to the assets acquired\nand the liabilities assumed requires significant estimates and management judgment, particularly with respect to the valuation of identifiable\nintangible assets, contingent consideration arrangements, the estimated useful lives of acquired assets and certain tax-related matters.

The\nvaluation of acquired intangible assets and contingent consideration involves the use of significant assumptions, including projected\nfuture cash flows, royalty rates, customer attrition rates, discount rates, expected volatility and other market-based inputs. Changes\nin those assumptions could materially affect the amounts assigned to the acquired assets and the assumed liabilities, the resulting amount\nof goodwill recognized and future amortization expense. In addition, because the purchase price allocation remains subject to measurement-period\nadjustments, future revisions to estimates may result in changes to the recorded amounts of the assets acquired and the liabilities assumed.

Share-Based\nCompensation

We\naccount for share-based compensation in accordance with ASC 718, Compensation—Stock Compensation. The determination of the grant-date\nfair value of certain share-based awards requires significant judgment and the use of valuation models, particularly for awards containing\nmarket-based vesting conditions.

Valuation\nof those awards requires management to develop assumptions regarding expected stock price volatility, expected term, risk-free interest\nrates, dividend yield and other market-based inputs. Changes in those assumptions may significantly affect the estimated fair value of\nthe awards and, accordingly, the amount and timing of compensation expense recognized in future periods.

Off-Balance\nSheet Arrangements

Other\nthan collateral arrangements associated with our financing and derivative activities, we do not have any off-balance sheet arrangements\nthat have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition,\nrevenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Recent\nAccounting Pronouncements

See\n“Recent Accounting Pronouncements” described in Note 3 of our audited consolidated financial statements and Note 2\nof our unaudited condensed consolidated financial statements included elsewhere in this prospectus.

Emerging\nGrowth Company Status

We\nare an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012, as amended\n(the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards\nissued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to\nuse this extended transition period for complying with new or revised accounting standards that have different effective dates for public\nand private companies until the earlier of the date that we (i) are no longer an EGC or (ii) affirmatively and irrevocably opt out of\nthe extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that\ncomply with new or revised accounting pronouncements as of public company effective dates.

In\naddition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions\nset forth in the JOBS Act, if, as an EGC, we intend to rely on such exemptions, we are not required to, among other things: (i) provide\nan auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley\nAct; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank\nWall Street Reform and Consumer Protection Act of 2010; (iii) comply with any requirement that may be adopted by the PCAOB regarding\nmandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the\nfinancial statements (auditor discussion and analysis); and (iv) disclose certain executive compensation-related items such as the correlation\nbetween executive compensation and performance and comparisons of our Chief Executive Officer’s compensation to median employee\ncompensation.

We\nwill remain an EGC until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the initial\npublic offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large\naccelerated filer, which means the market value of our shares of Common Stock that are held by non-affiliates exceeds $700 million as\nof the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year\nperiod.

Bitcoin\nMarket Price Risk

Our\nBitcoin investment is measured using observed prices from active exchanges and adjustments are recorded in net income through “other\nincome (expenses), net” in our unaudited condensed consolidated statements of operations. The Bitcoin market price may fluctuate\nsignificantly and a decline in the market price of Bitcoin could result in a material adverse effect on our financial results in future\nperiods. As of June 30, 2026 and December 31, 2025, the fair value of our Bitcoin investment included in digital assets was $313.4 million\nand $441.8 million, respectively. For the six months ended June 30, 2026, we recognized an unrealized loss from the remeasurement of\nour Bitcoin investment of $154.8 million. See “Risk Factors” for additional information regarding the risks related to our\nBitcoin holdings.

QUANTITATIVE\nAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We\nare a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise\nrequired by Item 305 of Regulation S-K.

BUSINESS

Overview

Founded\nin 2025, we are a U.S.-based, modern finance company. Our mission is to help independent investors make money.

We\ninitially launched with Bitcoin-focused media products and Bitcoin holdings on our consolidated balance sheet. In 2026, we added strategies\nrelating to the use of AI and automation to support the development and delivery of financial products and services, including the launch\nof Silvia Insights and our acquisition of CFO Silvia, Inc. Our corporate strategy is currently focused on our AI-powered operations and\nthe de-emphasis of our advertising and media operations, while maintaining our Bitcoin treasury strategy.

We\nalso conduct an asset management business through the Investment Manager. The Investment Manager serves as investment adviser to the\nInitial Fund and to SPV Fund and may serve as investment adviser to additional private funds and to other special purpose vehicles, alternative\ninvestment vehicles, co-investment vehicles and similar vehicles (together with the SPV Fund, “SPVs”). The Investment\nManager is also proposed to serve as investment sub-adviser to five proposed actively managed exchange-traded funds (the “Silvia\nETFs”), which have not launched. We refer to the Initial Fund, together with any other private funds and SPVs that we or our\nsubsidiaries sponsor, advise or manage, as the “Funds”; the term “Funds” does not include the Silvia ETFs.\nOur asset management activities are at an early stage, the Investment Manager’s registration as an investment adviser with the\nSEC has not yet become effective, and our historical results of operations do not reflect significant operations of those activities.\nSee “—Asset Management” below.

Our\nbusiness is built upon a foundational belief that advances in AI may enable more scalable and efficient tools for portfolio analysis,\nfinancial planning, and investor decision support. Consistent with this approach, we expect to increasingly rely on software-based systems\nand automated processes as part of our operating model. We further believe that Bitcoin represents a superior long-term store of value\nand a viable alternative to traditional fiat-based reserve assets, and that Bitcoin will play an increasingly important role as a reserve\nasset for individuals, corporations, and governments worldwide. To support our operations, we have initiated our plan to accumulate and\nhold Bitcoin as a treasury reserve asset. As of June 30, 2026, we held approximately 5,355 Bitcoin with an aggregate cost\nbasis of approximately $493.3 million and an aggregate fair value of approximately $313.4 million, a portion of which serves as collateral\nunder the Convertible Notes.

Our\nmanagement team is led by our Chief Executive Officer, Anthony Pompliano, who also serves as the founder and Chief Executive Officer\nof Professional Capital Management, Chief Executive Officer of the Investment Manager, expected portfolio manager of the proposed Silvia\nETFs, and Chief Executive Officer of ProCap Acquisition Corp.

AI\nProducts and Strategy

In\nconnection with our strategic expansion into AI software, announced in February 2026, we intend to develop and commercialize AI-powered\nproducts and services focused on financial education, portfolio analysis, and investor decision support. We believe that the adoption\nof AI technologies in financial services is accelerating, with industry participants increasingly deploying AI systems across compliance,\nrisk management, customer engagement, and financial planning functions. We intend to position ourselves to capitalize on this trend through\nthe development and commercialization of AI-powered financial tools for consumers and, over time, institutional and enterprise users.\nOur AI products rely on both proprietary technology and third-party foundation models, and we do not develop or train our own large language\nmodels from scratch.

In\nApril 2026, we launched Silvia Insights, an AI-based research platform intended to deliver research to independent investors.

On\nApril 6, 2026, we completed our acquisition of CFO Silvia, Inc. pursuant to an Agreement and Plan of Merger, dated as of February 9,\n2026, and CFO Silvia, Inc. became our wholly owned subsidiary. For additional information regarding the acquisition, see “Prospectus\nSummary - Recent Developments.”

CFO\nSilvia, Inc. has developed a consumer-facing AI platform that aggregates and organizes financial data to provide users with automated\nfinancial education, tracking and analytical tools. The platform connects to financial account integrations, including brokerage accounts,\nretirement accounts, cryptocurrency wallets, real estate valuation services, and alternative investment platforms, to deliver users a\nconsolidated, real-time view of their net worth, holdings and liabilities.

The\nplatform utilizes AI-driven analytical tools, including large language models licensed from third-party providers, to perform portfolio\ntracking, concentration analysis, fee analysis, scenario modeling, and informational financial summaries through a conversational interface\naccessible via chat, email, and voice. The platform is designed to surface potential portfolio risks, including sector or asset class\noverconcentration, elevated fee structures, and inefficient cash allocation. The platform incorporates human oversight and review processes\ndesigned to identify and mitigate potential errors or harmful outputs, although these processes may not be sufficient to prevent all\ninaccurate or misleading outputs. The platform does not provide personalized investment advice within the meaning of the Advisers Act,\nas amended, and is not intended to serve as a registered investment adviser or replace the judgment of a qualified financial professional.

We\nexpect to leverage CFO Silvia, Inc.’s technology platform, data infrastructure and development team, led by Shain Noor in his capacity\nas our Chief Technology Officer, to expand our AI product offerings.

Our\nAI-powered products and strategy are at an early stage of development. CFO Silvia, Inc. has limited historical operations, and we have\nnot yet generated material revenue from AI-powered products or services. The development, launch, and commercialization of our AI-powered\nproduct offerings will require significant additional investment in technology, talent, and infrastructure. The market for AI-powered\nfinancial products is rapidly evolving and increasingly competitive, and there can be no assurance that our products will achieve market\nacceptance, generate meaningful revenue, or compete effectively against existing or future competitors with greater resources and more\nestablished market positions. See “Risk Factors” for additional discussion of risks related to our AI-powered products and\nstrategy.

Asset\nManagement

Investment\nAdviser Registration

Silvia\nInnovation Fund I GP, LLC, the general partner of the Initial Fund (the “General Partner”), is also our wholly-owned\nsubsidiary, is a legal entity separate from the Investment Manager and is not currently registered as an investment adviser with the\nSEC. Registration under the Advisers Act applies at the adviser level, and the Investment Manager’s registration will not constitute\nregistration of Silvia, Inc., the General Partner, any Fund, any Silvia ETF or our consumer platform.

Our\nasset management business is at an early stage. We expect the registration process and the continued development of the Investment Manager’s\ncompliance program to require significant expenditures and management attention, and we expect these costs to be incurred before our\nasset management business generates meaningful revenue. There can be no assurance that the Investment Manager’s registration will\nbecome effective when anticipated or at all. See “—Government Regulation—Investment Adviser Registration and Advisory\nActivities” below and “Risk Factors—Risks Related to Our Expansion into Asset Management.”

Initial\nFund

During\nthe quarter ended June 30, 2026, we expanded our business to include asset management through the launch of the Initial Fund, our initial\nasset management product. The Investment Manager serves as investment adviser to the Initial Fund, and the General Partner serves as\nits general partner. We hold indirectly an interest in the Initial Fund through the General Partner. The Initial Fund expects to invest\nprimarily in technology-sector companies and assets, many of which may be private and illiquid, although it has broad flexibility as\nto geography, strategy and asset class. As of June 30, 2026, the Initial Fund and the related entities had not commenced significant\noperations and had not engaged in material transactions.

The\neconomics of the Initial Fund are earned at the subsidiary level. Management fees from the Initial Fund are payable to the Investment\nManager, and carried interest is payable to the General Partner. Silvia, Inc., as the parent company, does not receive management fees\nor carried interest directly. Management-fee revenue from the Initial Fund will therefore depend substantially on the ability of the\nInvestment Manager and the General Partner to raise capital commitments from third-party investors, and any carried interest will be\nlong-dated, may not be earned for many years, if at all, and may be subject to a fund-level clawback, which would reduce amounts otherwise\navailable to us.

The\nGeneral Partner is expected to contribute all or substantially all of the Initial Fund’s initial capital, and a portion of that\nfunded capital is expected to be returned to the General Partner as third-party investors are admitted at subsequent closings. There\ncan be no assurance as to the amount or timing of any such return. We may also elect to provide additional capital or support to the\nFunds, but we are under no obligation to provide any such support unless we agree to do so.

Special\nPurpose Vehicles

On\nAugust 26, 2026, we expanded our asset management business through the launch of the SPV Fund, which is advised by the Investment Manager.\nThe SPV Fund has committed to invest in three privately-held companies for a total of $11.0 million. The $11 .0 million amount\nrepresents the aggregate investments to be made by the SPV Fund as of October 6, 2026 and is not revenue to us. As of October\n6, 2026, we had not earned any management fees on those investments.

The\nlaunch of the SPV Fund and its investments occurred after June 30, 2026 and are not reflected in our historical results of operations\nincluded elsewhere in this prospectus.

Proposed\nExchange-Traded Funds

On\nAugust 13, 2026, the ETF Trust, filed a post-effective amendment to its registration statement on Form N-1A with the SEC with respect\nto the Silvia ETFs: the Silvia Anti-Money Printer ETF, the Silvia Best Ideas ETF, the Silvia Bitcoin mNAV Discount ETF, the Silvia Elon\nETF and the Silvia Jensen Interview ETF. The Adviser serves as investment adviser to the Silvia ETFs, and the Investment Manager is\nproposed to serve as investment Sub-Adviser, subject to the supervision and oversight of the Adviser and the board of trustees of the\nETF Trust.

No\nSilvia ETF may commence operations until, among other things, the registration statement with respect to that fund has become effective,\nits shares have been approved for listing on a national securities exchange and the Investment Manager’s registration as an investment\nadviser has become effective, and there can be no assurance that any Silvia ETF will launch when anticipated or at all. We have not earned\nany sub-advisory fees to date and do not expect the Silvia ETFs to generate meaningful revenue in the near term. As of August 13, 2026,\nno seed capital had been committed or funded by us or our subsidiaries and costs incurred in connection with the proposed funds were\nnot material. See “Risk Factors—Risks Related to Our Expansion into Exchange-Traded Funds.”

If\nthe Silvia ETFs launch, any sub-advisory fees are expected to be calculated as a percentage of the average daily net assets of each Silvia\nETF and paid out of the Adviser’s unitary management fee. Those fees would be earned by the Investment Manager, rather than by\nthe parent company directly. Launch, marketing and compliance costs, and any expense obligations we agree to bear, may exceed sub-advisory\nfee revenue for an extended period or indefinitely. Each Silvia ETF will require seed capital before it may publicly offer its shares.\nWe anticipate that third parties will provide that seed capital, although we or our affiliates may provide seed capital to the Silvia\nETFs. In addition, under a license agreement entered into on August 12, 2026, the Investment Manager will pay a royalty calculated as\na percentage of the average daily net assets of one proposed Silvia ETF for periods during which the license agreement is in effect and\nthat fund is operational.

This\nprospectus is not an offer to sell or the solicitation of an offer to buy shares of any Silvia ETF. Any offering of shares of a Silvia\nETF will be made only by means of a prospectus of that fund. We are not the issuer of, and do not offer, shares of any Silvia ETF.

We\nmay to use less than 5% of our total Bitcoin holdings, if any, for staking activities. Staked Bitcoin typically remains custodied and\nsubject to an unbonding period of approximately seven days, during which it is not transferable. In connection with any staking activities,\nwe intend to adhere to the following guidelines:

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	●	Allocation\n Limits: Silvia will allocate no more than 5% of Silvia’s Bitcoin holdings for use in staking activities.

	●	Custody\nProtocols: All staked Bitcoin will remain with a qualified institutional custodians engaged by Silvia, which currently include Anchorage,\nBitGo, Coinbase Trust Company, LLC (“Coinbase”) and FalconX (as defined below). The custodian may facilitate access\nto third-party staking or yield protocols on behalf of Silvia. In the future, we may engage additional or alternative custodians to support\nthese activities, provided that all such custodians meet applicable regulatory and institutional standards. See “- Custody of Silvia’s\nBitcoin” below.

	●	Oversight\n and Approvals: All staking decisions require approval from our Chief Executive Officer, and activity is subject to ongoing monitoring\n by our senior management team and compliance officer.

	●	Unbonding\n Period: We will not exceed an unbonding period of approximately 7 days without approval from our Chief Executive Officer.\n

	●	Risk\n Controls: We will monitor potential risks associated with staking, including liquidity constraints and counterparty exposure.\n Further, we and our audit committee will periodically review participation in connection with our general risk management protocols.

While\nBitcoin does not use a PoS consensus mechanism and cannot be staked natively, emerging protocols such as Babylon, enable Bitcoin holders\nto lock Bitcoin as economic security on PoS chains. These mechanisms do not involve validating transactions on the Bitcoin blockchain\nbut enables Bitcoin to serve as collateral for security in other blockchain ecosystems. In return, participants may receive rewards,\nif any, distributed by the PoS protocol and not by the Bitcoin network.

In\nexchange for evaluating or using our partners’ staking platforms or services, including those involving Bitcoin staking via external\nprotocols, we may receive fixed advertising fees and, where applicable, a portion of any staking rewards generated by our participation.

Bitcoin\nTreasury Strategy

Silvia’s\nBitcoin treasury strategy is grounded in the belief that Bitcoin represents an attractive store of value, characterized by its fixed\nsupply, verifiable scarcity, and global liquidity. Silvia has adopted a Treasury Reserve Policy that establishes Bitcoin as the primary\ntreasury reserve asset, while maintaining sufficient cash and cash equivalents to meet working capital, operational, and contractual\nrequirements. The key elements of Silvia’s Bitcoin strategy include:

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Opportunistic\n Purchases: Silvia will monitor macroeconomic indicators, market valuation metrics (including, but not limited to, Market Value\n to Realized Value (“MVRV”) ratio, relative strength index, and on-chain analytics), and industry sentiment to\n identify periods of market dislocation or undervaluation. During such periods, Silvia may accelerate Bitcoin accumulation through\n discretionary purchases. We will retain sufficient cash and cash equivalents for operating needs and obligations. Our Bitcoin holdings\n are not intended to replace working capital reserves.

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	●	Capital\n Raising: Silvia may periodically access capital markets through the issuance of equity, debt, or convertible instruments, with\n the objective of deploying proceeds into additional Bitcoin acquisitions. Silvia may also utilize innovative financing strategies,\n such as Bitcoin-collateralized debt instruments, to enhance its ability to accumulate Bitcoin in a manner that is accretive to shareholders\n on a per-share basis.

	●	Treasury\n Reserve Assets: Silvia views its Bitcoin holdings as a strategic treasury reserve asset. Silvia may accumulate\n additional Bitcoin as market conditions and capital availability permit. We may periodically sell Bitcoin to meet critical\n liquidity needs, to fund investments or seed capital in our asset management business to address adverse regulatory changes, to purchase\n our Common Stock when conditions are advantageous, for tax purposes, or in the event of a fundamental change in Silvia’s strategic\n outlook.

	●	Governance\n and Risk Management: The Board has broad discretion over the investment, leverage and cash management policies it authorizes,\n whether in respect of Silvia’s Bitcoin holdings or other activities it may pursue, and has the power to change our current\n policies, including our strategy of acquiring and holding Bitcoin. All Bitcoin acquisition and treasury management activities are\n overseen by our senior management team and the Board, in consultation with external advisors with expertise in Bitcoin and corporate\n finance. Silvia will maintain internal controls, risk limits, and compliance protocols to ensure prudent execution of its Bitcoin\n strategy.

In\naddition, we may enter into various investment strategies such as put and call option contracts as part of a broader Bitcoin treasury\nand yield generating strategy to manage exposure to fluctuations in the market price of Bitcoin or for trading purposes. Put options\nprovide the right to sell Bitcoin at a specified strike price on or before a stated maturity date, or the obligation to buy Bitcoin at\nthe strike price if the put option is written. Call options provide the right to buy Bitcoin at a specified strike price on or before\na stated maturity date, or the obligation to sell Bitcoin at the strike price if the call option is written. The contracts may be exchange-traded\nor over-the-counter and may be cash-settled or physically settled. While these strategies may result in Bitcoin being sold if options\nare exercised, such dispositions are an expected feature of the strategy rather than discretionary sales. During the three months ended\nMarch 31, 2026, we sold Bitcoin put option contracts with an aggregate notional amount of up to 900 Bitcoin, with contractual strike\nprices ranging from $70,000 to $80,000 per Bitcoin and expiration dates in February and March 2026, and we received aggregate option\npremiums of approximately $0.9 million. As of June 30, 2026, we had no outstanding Bitcoin put option contracts.

While\nwe do not have policies in place to address air drops, incidental rights and hard forks, we plan to discuss with the Board the potential\nneed for such policies in the future. Our audit committee and the Board will monitor the need for such policies as part of their risk\nmanagement oversight.

To\nfacilitate our Bitcoin purchases, we purchase Bitcoin through third-party trading platforms and certain brokers. We have entered into\nseveral customary purchase and sale agreements with various counterparties, pursuant to which the counterparties execute our Bitcoin\ntransactions. In the ordinary course of our business, we may enter into additional similar, customary agreements with other third-party\nproviders.

Hedging\nand Risk Management Practices

To\nreduce the volatility inherent in our Bitcoin holdings and better manage capital efficiency, we may implement selective hedging strategies.\nThese include:

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Use\n of exchange-listed Bitcoin derivatives, such as CME Bitcoin futures and options;

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	●	Put\n options, covered call or collar strategies to limit downside risk or monetize price volatility; and

	●	Strategic\n counterparty arrangements for risk reduction in liquidity or event-driven scenarios.

We\ndo not engage in speculative trading or market-making activities. All derivatives transactions are for bona fide risk management, not\nfor speculative gain. Any hedging transactions would be conducted solely for our own account and in compliance with the CEA, applicable\nexchange rules, SEC regulations, and relevant internal risk and hedging policies. See “- Government Regulation” below for\nmore information.

Overview\nof AI Industry and Market

Artificial\nintelligence technology refers to computer systems that perform tasks that have historically required human analysis or judgment. Recent\nadvances have been driven by machine learning, in which models are trained on large datasets to identify patterns, and by generative\nAI, in which large language models produce text, code and other outputs in response to instructions expressed in ordinary language. More\nrecently, providers have begun to deploy agentic systems, which combine models with software tools, data connections and workflow logic\nso that a system can carry out multi-step tasks with limited human direction. In financial services, these technologies are being applied\nto research and analysis, document and data processing, portfolio monitoring, financial planning, customer engagement and other investor-facing\nfunctions. The outputs of these AI systems are probabilistic in nature and may contain errors, biases, or inconsistencies that are not\napparent to users, and the ability to explain how an AI system produced a particular output remains limited.

We\nbelieve the adoption of AI in financial services is being driven by several characteristics of the industry. Financial workflows are\ndata-rich and repetitive, which makes them suited to automation; much of the analysis historically performed by investment professionals\nis labor-intensive and costly to deliver at scale; and financial information is increasingly available in machine-readable form through\naccount aggregation, market data feeds and public disclosure systems. At the same time, individual investors increasingly hold assets\nacross multiple account types and asset classes, including public securities, private investments, real estate and digital assets, and\nmany do not have access to analysis that accounts for their full financial position. Providers are seeking to use AI to deliver personalized\nand continuously updated analysis at a cost that permits broader distribution.

The\nAI industry is generally organized in layers. Semiconductor manufacturers and cloud providers supply the specialized processors and data\ncenter capacity used to train and operate models. A comparatively small number of model developers, including companies such as OpenAI,\nAnthropic, Google, and Meta, train and license foundation models, which are general-purpose models that other companies adapt for particular\nuses. Application providers build products on those models, typically combining them with their own software, product design, workflow\nlogic and access to data. Data providers, account aggregation services and market data vendors supply the inputs on which model outputs\ndepend, and human review and oversight remain necessary where outputs are used in consequential contexts. Participants at the application\nlayer, including us, generally depend on third parties for foundation models, computing capacity and data, and the availability, performance,\npricing and terms of those inputs are largely outside their control. Our reliance on third-party foundation models means that changes\nin model capabilities, API availability, pricing, or licensing terms could materially affect our ability to operate or improve our products.

Competition\nin AI-enabled financial products is intense, and the industry is characterized by rapid innovation and short product cycles. Participants\ncompete on the quality and accuracy of model outputs, the breadth and reliability of data and integrations, product design, speed of\ndevelopment, brand and distribution, and price. Because current models are probabilistic, accuracy, reliability and the ability to explain\nhow a result was produced are important to adoption, particularly where a user may rely on an output in making a financial decision.\nOther significant constraints include the cost and availability of computing capacity, competition for technical personnel, data privacy,\ndata rights and cybersecurity requirements, unsettled questions of intellectual property law concerning the training of models and the\nuse of model outputs, potential liability exposure for AI-generated content that infringes third-party rights or harms users, and the\nexpectations of financial and consumer protection regulators. See “- Government Regulation” below and “Risk Factors—Risks\nRelated to Our Business and AI-Strategy.”

Our\nAI-powered operations are conducted at the application layer of this industry. In April 2026, we launched Silvia Insights, an AI-based\nresearch platform intended to deliver research to independent investors, and we completed our acquisition of CFO Silvia, whose platform\nconnects to a user’s financial accounts and applies AI-driven analytical tools to provide portfolio tracking, concentration analysis,\nfee analysis, scenario modeling and informational financial summaries through a conversational interface. Neither product is intended\nto provide personalized investment advice. Our AI-powered products and strategy are at an early stage of development, and we have not\nyet generated material revenue from AI-powered products or services. See “- AI Products and Strategy” above.

Overview\nof Bitcoin Industry and Market

Introduced\nin 2008 and launched in 2009, Bitcoin is a decentralized digital currency operating on a peer-to-peer network and is built on free and\nopen-source technology, which is designed to facilitate secure and transparent transactions. This network hosts a public transaction\nledger, known as the Bitcoin blockchain, on which all validated transactions that have ever taken place on the Bitcoin network are recorded.\nOne or more “private keys” are stored in individual “wallet” functions, which are used to sign transactions and\ncontrol the transfer of Bitcoin. The Bitcoin blockchain is maintained by a decentralized network of participants (i.e., miners, nodes,\nand developers), none of whom has unilateral control. As a result, the Bitcoin network can be updated without any single entity owning\nor operating the network.

The\nglobal Bitcoin market has grown substantially over the past five years, with its total market capitalization of approximately $1.7\ntrillion as of October 6, 2026. This expansion underscores Bitcoin’s emergence as a globally recognized store of value and\na foundational asset within the digital asset ecosystem.

Bitcoin’s\nprice rose from approximately over $9,000 in July 2020 to over $120,000 by July 2025, reflecting long-term adoption and increasing institutional\nparticipation. After a decline during COVID in early 2020, Bitcoin rebounded strongly and ended that year near $29,000. In 2021, it surged\npast $60,000 before briefly correcting below $30,000 mid-year.

Through\n2022 and 2023, Bitcoin remained at prices significantly below its all-time high. Momentum returned in 2024, driven by ETF inflows and\ninstitutional accumulation, pushing prices to over $60,000. In 2025, Bitcoin reached new all-time highs over $120,000, bolstered by favorable\nregulatory developments and renewed investor confidence.

Bitcoin’s\nfive-year trajectory highlights the asset’s resilience, sustained growth, institutional validation, and increasing relevance as\na long-term investment asset.

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While\n Bitcoin is often described as a potential store of value, it has historically exhibited strong volatility. The price of Bitcoin has\n fluctuated dramatically over short periods of time, and it is not uncommon for Bitcoin to experience double-digit percentage changes\n within a single day. For example, Bitcoin traded at approximately $16,000 in January 2023 and has since increased to an average of\n $83,556 as of September 30, 2026, reflecting significant appreciation during this period. At the same time, Bitcoin\n has also experienced material drawdowns, including a decline of about 77% from November 2021 to November 2022. This volatility is\n influenced by factors including speculative trading, limited liquidity, concentration of ownership, evolving regulation, technological\n developments, and shifts in market sentiment. See the risk factors entitled “Our principal asset is Bitcoin. The concentration\n of our Bitcoin holdings enhances the risks inherent in our Bitcoin strategy” and “Bitcoin is a highly volatile asset,\n and our operating results and market price may significantly fluctuate, including due to the highly volatile nature of the price\n of Bitcoin and erratic market movements.”

The\nBitcoin industry is dynamic and rapidly evolving, offering substantial opportunities alongside significant risks. We will continue to\nmonitor technological, regulatory, and market developments to navigate this complex landscape effectively.

Creation\nof New Bitcoin and Limits on Supply

The\nBitcoin protocol limits the total number of Bitcoins that can be generated over time to 21 million. As of February 12, 2026, approximately\n20 million Bitcoin have been generated, further highlighting the asset’s scarcity and long-term value proposition. Based on current\nestimates, we expect that the 21 millionth Bitcoin will be mined around the year 2140. New Bitcoin are created and allocated by the Bitcoin\nprotocol through a “mining” process that rewards users that validate transactions in the Bitcoin blockchain. Validated transactions\nare added in “blocks” approximately every 10 minutes. The mining process serves to validate transactions and secure the Bitcoin\nnetwork. Mining is a competitive and costly operation that requires a large amount of computational power to perform repeated hash functions\nin search of a valid solution under Bitcoin’s “proof-of-work” protocol.

To\nincentivize miners to incur the costs of mining Bitcoin, the Bitcoin protocol rewards miners that successfully validate a block of transactions\nwith newly generated Bitcoin. The current reward for miners that successfully validate a block of transactions is 3.125 Bitcoin per mined\nblock. The mining reward is reduced by half, which is referred to as a Bitcoin halving, after every 210,000 blocks are mined. This halving\nhas historically occurred approximately every four years. The most recent Bitcoin halving occurred in 2024, and the next Bitcoin halving\nis expected to occur sometime in 2028, although the exact date is uncertain and depends on block times.

Modifications\nto the Bitcoin Protocol

The\nBitcoin network operates as a decentralized, open-source network that has no central authority, so no one person can unilaterally make\nchanges to the software that runs the network. Bitcoin Core, a widely used Bitcoin software implementation, is maintained by a community\nof open-source contributors that propose changes to the source code and release periodic updates and other changes. Unlike most software\nthat has a central entity that can push updates to users, Bitcoin network is a peer-to-peer network in which individual network participants,\ncalled nodes, decide whether to upgrade the software and accept the new changes. As a practical matter, a proposed change becomes part\nof the Bitcoin protocol only if a majority of network participants, including miners and nodes, choose to adopt and enforce it through\nthe software they run on the Bitcoin network. For some changes, such as soft forks, activation may involve miners signaling support with\ntheir hash power, but enforcement of the rules is determined by node operators. If a certain percentage of the nodes reject the changes,\nparticularly in the case of a hard fork, a chain split can occur, resulting in separate versions of the blockchain based on the software\neach participant chooses to run. A soft fork is a backward-compatible change to the Bitcoin protocol that tightens or adds new consensus\nrules. Nodes that have not been upgraded will still accept blocks as valid if those blocks comply with both old and new rules. However,\nnon-upgraded nodes may be unaware of the new restrictions and cannot enforce them. A hard fork, by contrast, is a non-backward-compatible\nchange that alters consensus rules such that nodes running older versions cannot validate blocks created under the new rules. If consensus\nis not reached, hard forks can result in a split into two separate blockchains.

Forms\nof Attack Against the Bitcoin Network and Wallets

Blockchain\ntechnology has certain built-in security features that make it difficult for hackers and other malicious actors to alter confirmed transaction\nrecords or tamper with the blockchain’s historical ledger. However, as with any computer network, the Bitcoin network may still\nbe subject to certain attacks. Some forms of attack include direct attacks, like “denial-of-service attacks” or “51%\nattacks” on the Bitcoin network, as well as individual-level security breaches, such as unauthorized access to digital wallets.

Bitcoin\nis controllable only by the possessor of the private key(s) associated with the public address to which the Bitcoin is assigned. Private\nkeys are typically generated and stored by individual users or custodians and may be secured in hardware wallets, software wallets, or\ncustodial storage solutions. One form of obtaining unauthorized access to a wallet occurs following a “phishing attack” where\nthe attacker deceives the victim and manipulates them into sharing their private keys or other sensitive information. Loss of private\nkeys generally results in permanent loss of access to the associated Bitcoin.

A\n“denial-of-service attack” occurs when legitimate users are unable to access information systems, devices, or other network\nresources due to the actions of a malicious actor flooding the network with traffic until the network is unable to respond or crashes.\nThe Bitcoin network has been, and can be in the future, subject to denial-of-service attacks, which can increase transaction fees or\ndelay transaction confirmations, but typically do not result in delays in block creation. A “51% attack” may occur when a\ngroup of miners attain more than 50% of the Bitcoin network’s mining power, enabling them to temporarily reorganize the blockchain,\ncensor transactions, or perform double-spend attacks. However, such an attack does not permit altering Bitcoin’s fundamental protocol\nrules or total supply. As of the date of this prospectus, we are not aware of any successful “51% attack” on the Bitcoin\nnetwork. We believe, due to Bitcoin’s globally distributed hash rate, the prohibitively high cost of mounting such an attack, and\nthe existence of community and network-level responses serve as additional deterrents even if an attack is attempted. See “Risk\nFactors - Risks Related to Our Business and Bitcoin Treasury Strategy” for more information on the related risks.

Bitcoin\nIndustry Participants

The\nprimary Bitcoin industry participants are miners, node operators, investors and traders, digital asset exchanges and service providers,\nincluding custodians, brokers, payment processors, wallet providers and financial institutions. Developers and infrastructure providers\n(e.g., Lightning Network operators) also play a key role in Bitcoin’s ecosystem, though they may not be primary participants in\ntrading or mining.

Miners.\nMiners range from Bitcoin enthusiasts to professional mining operations that design and build dedicated mining machines and data\ncenters, including mining pools, which are groups of miners that act cohesively and combine their processing power to mine Bitcoin blocks.\nSee “- Creation of New Bitcoin and Limits on Supply” above.

Node\noperators. Node operators validate transactions and blocks according to the consensus rules coded in their software along with propagating\ntransaction information throughout the peer-to-peer network. These operators can range from individuals to large-scale commercial operators.

Investors\nand Traders. Bitcoin investors and traders include individuals and institutional investors who, directly or indirectly, purchase,\nhold, and sell Bitcoin or Bitcoin-based derivatives. On January 10, 2024, the SEC issued an order approving several applications for\nthe listing and trading of shares of spot Bitcoin exchange-traded products (“ETPs”) on U.S. national securities exchanges.\nWhile the SEC had previously approved exchange-traded funds where the underlying assets were Bitcoin futures contracts, this order represented\nthe first time the SEC approved the listing and trading of ETPs that acquire, hold and sell Bitcoin directly. ETPs can be bought and\nsold on a stock exchange like traditional stocks, and provide investors with another means of gaining economic exposure to Bitcoin through\ntraditional brokerage accounts. We anticipate that the approval of spot Bitcoin ETPs will improve market liquidity and broaden investor\naccess to the Bitcoin ecosystem, which we expect to lead to greater adoption of Bitcoin and long term price stability.

Digital\nAsset Exchanges. Digital asset exchanges provide trading venues for purchases and sales of Bitcoin in exchange for fiat or other\ndigital assets. Bitcoin can be exchanged for fiat currencies, such as the U.S. dollar, at rates of exchange determined by market forces\non Bitcoin trading platforms, which are typically regulated as money service businesses and not regulated in the same manner as traditional\nsecurities exchanges. In addition to these platforms, over-the-counter markets and derivatives markets for Bitcoin also exist. The value\nof Bitcoin within the market is determined, in part, by the supply of and demand for Bitcoin in the global Bitcoin market, market expectations\nfor the adoption of Bitcoin as a store of value, the number of merchants that accept Bitcoin as a form of payment, the volume of peer-to-peer\ntransactions, macroeconomic conditions, and regulatory developments, among other factors.

Service\nproviders. Service providers offer a multitude of services to other participants in the Bitcoin industry, including custodial and\ntrade execution services, commercial and retail payment processing, loans secured by Bitcoin collateral, and financial advisory services.\nIf adoption of the Bitcoin network continues to materially increase, we anticipate that service providers may expand the currently available\nrange of services and that additional parties will enter the service sector for the Bitcoin network.

Other\nDigital Assets

As\nof the date of this prospectus, Bitcoin was the largest digital asset by market capitalization. However, numerous alternative digital\nassets exist, which are often referred to as “altcoins,” and many entities, including consortia and financial institutions,\nare actively researching and investing resources in blockchain platforms and digital assets that utilize consensus mechanisms other than\nproof-of-work mining, which is employed by the Bitcoin network. For example, in late 2022 the Ethereum network completed “The Merge,”\ntransitioning from proof-of-work (“PoW”) to a PoS mechanism. Under PoW, miners expend computing power and energy to\nsolve cryptographic puzzles. The first to solve a valid block earns the right to add it to the blockchain and receive newly minted tokens\nand transaction fees as a reward. By contrast, under PoS, validators pseudo-randomly are selected to propose and attest to blocks based\non the amount of network tokens they have locked (or “staked”) as collateral. If validators act dishonestly or violate protocol\nrules, their “staked” tokens may be subject to “slashing,” resulting in partial or complete forfeiture. Because\nPoS does not require energy-intensive mining competition, it generally operates with materially lower energy consumption than PoW. Some\nalternative digital assets, such as stablecoins, are designed to maintain a constant price because of their issuers’ promise to\nhold high-quality liquid assets (such as U.S. dollar deposits and short-term U.S. treasury securities) equal to the total value of stablecoins\nin circulation. Stablecoins have grown rapidly, particularly as a medium of exchange and store of value, particularly on digital asset\ntrading platforms where they are often used as trading pairs or to facilitate transactions without converting to fiat currency. Additionally,\ncentral banks in some countries have started to introduce digital forms of legal tender known as central bank digital currencies (“CBDCs”),\nwhich are digital forms of legal tender issued and controlled by sovereign authorities.

Competition

We\ncompete in the market for AI-enabled financial products and services. In financial research, consumer finance, portfolio analysis, financial\nplanning and investor decision support, we compete with established financial data, research and analytics providers, financial planning\nand account aggregation software companies, brokerage firms and other financial institutions that make analytical tools available to\ntheir customers, consumer-facing financial technology applications, general-purpose AI platforms whose products may be used for financial\nanalysis, and new entrants. Many of these competitors have longer operating histories, substantially greater financial, technical and\npersonnel resources, more established distribution and larger user bases than we do, and general-purpose AI platforms may extend their\nofferings to include functionality that competes directly with ours.

In\nour asset management business, we compete for investment opportunities, capital commitments and personnel with established asset managers\nand other sponsors of private funds and SPVs and, if the Silvia ETFs commence operations, with exchange-traded fund sponsors and other\ninvestment products. Competition is affected by investment performance and track record, fees, distribution and the scale and reputation\nof the sponsor. As of June 30, 2026, neither the Initial Fund nor the Investment Manager had established an investment record. We and\nthe Investment Manager have a limited operating history managing private funds and SPVs, and the Silvia ETFs remain proposed. We are\nnot the issuer of, and do not offer, shares of any Silvia ETF.

Our\nBitcoin strategy generally involves, from time to time, subject to market conditions, (i) issuing debt or equity securities or engaging\nin other capital raising transactions with the objective of using the proceeds to purchase Bitcoin and (ii) acquiring Bitcoin with our\nliquid assets that exceed working capital requirements. When we engage in such capital raising transactions, we compete for capital with,\namong others, the Bitcoin network, ETPs, Bitcoin miners, digital assets exchanges, other digital assets service providers, other private\nand, increasingly, publicly traded companies that hold Bitcoin or other digital assets as treasury reserve assets, private funds that\ninvest in Bitcoin and other digital assets, and similar vehicles. An increase in the competition for sources of capital could adversely\naffect the availability and cost of financing for our Bitcoin purchases, and thereby could adversely affect the market price of our listed\nsecurities.

Bitcoin\nETFs are designed solely to track the price of Bitcoin and provide passive exposure through a regulated fund structure. In contrast,\nSilvia directly acquires and holds Bitcoin as its primary treasury reserve asset. The Treasury Reserve Policy prioritizes the accumulation\nof Bitcoin using excess cash assets and proceeds from capital raising transactions, with a long-term view toward holding and growing\nits Bitcoin reserves. This direct ownership model ensures that shareholders have transparent, verifiable exposure to Bitcoin’s\nprice appreciation, while also allowing Silvia to leverage its Bitcoin holdings for strategic and operational purposes.

Silvia’s\ndifferentiated model - combining direct Bitcoin holdings with an AI consumer finance platform offers investors a multifaceted exposure\nto the Bitcoin ecosystem that is not available through traditional investment vehicles. We believe that our disciplined capital allocation,\nrobust governance, and thought leadership position us to become a leading choice for investors seeking exposure to Bitcoin and the broader\ndigital asset economy.

Across\neach of our businesses, we expect to compete principally on the basis of product quality and accuracy, the breadth and reliability of\nour data and integrations, technology and personnel, brand and distribution, investment performance, fees, scale, regulatory and compliance\ncapability, relationships with service providers and speed to market.

Our\nCompetitive Strengths

AI\nPlatform, Data Infrastructure and Account Integrations. Through our acquisition of CFO Silvia, we own a consumer-facing AI platform,\ntogether with the software, data infrastructure and related intellectual property underlying it, that connects to a range of financial\naccount integrations, including brokerage accounts, retirement accounts, cryptocurrency wallets, real estate valuation services and alternative\ninvestment platforms, and that applies AI-driven analytical tools to the resulting information. We believe that the breadth of these\nintegrations, and the consolidated view of a user’s holdings and liabilities that they support, provide a foundation on which we\ncan develop additional investor-focused products.

AI\nProduct Development Capability. In connection with our acquisition of CFO Silvia, we added a development team, led by Shain Noor\nin his capacity as our Chief Technology Officer, focused on the application of AI to financial use cases. We are using that capability\nto develop investor-focused AI products across multiple interfaces and use cases, including Silvia Insights, our AI-based research platform\nfor independent investors, and the conversational interfaces through which the CFO Silvia platform is accessible by chat, email and voice.\nOur AI-powered products are at an early stage of development and have not yet generated material revenue.

Developing\nAdvisory Business Supported by Our Technology, Audience, Distribution and Capital Markets Experience. We are developing our investment\nadvisory business through the Investment Manager, which serves as investment adviser to the Initial Fund and the SPV Fund and is proposed\nto serve as Sub-Adviser to the Silvia ETFs. We believe that business is complemented by our technology capabilities, our existing audience\nand brand, our distribution channels and our experience in the capital markets. Our content and social media channels give us a direct\nmeans of introducing new products to independent investors, and user engagement with those products may in turn inform our product development.\nWe are also developing AI-powered products that are intended to serve groups of investors that overlap with those our asset management\nbusiness may serve. These activities are at different stages: the Investment Manager’s registration as an investment adviser has\nnot yet become effective, the Initial Fund had not commenced significant operations as of June 30, 2026, the SPV Fund was launched on\nAugust 26, 2026, the Silvia ETFs remain proposed and may not commence operations, and our AI-powered products are at an early stage of\ndevelopment. As of June 30, 2026, the Investment Manager had not established an investment record, and we are not the issuer of, and\ndo not offer, shares of any Silvia ETF.

Large,\nEngaged, and Cross-Platform Audience. Silvia’s Chief Executive Officer, Anthony Pompliano, has cultivated a substantial and\nengaged global audience through his daily newsletter (The Pomp Letter), podcast (The Pomp Podcast), and social media platforms, including\nX (formerly Twitter), YouTube, Instagram, Facebook, and LinkedIn. As of the date of this prospectus, Mr. Pompliano’s cumulative\nfollowing across these platforms exceeds 2.5 million, reflecting high levels of user engagement and trust. This broad reach allows for\neffective dissemination of digital asset content and timely updates on Bitcoin and macroeconomic trends.

Recognized\nAuthority in the Bitcoin and Cryptocurrency-Related Financial Markets Space. Mr. Pompliano has become a leading voice in the cryptocurrency\nand related financial markets community through years of public advocacy, consistent content production, and appearances on major financial\nmedia outlets, including CNBC, Bloomberg, and Fox Business. Mr. Pompliano is widely regarded as a well-known educator and early adopter\nof Bitcoin, often sought for his views by institutional investors and retail audiences alike.

Proven\nContent and Distribution Strategy. Through daily content including interviews with prominent investors, policymakers, technologists,\nand entrepreneurs, Mr. Pompliano consistently provides high-value insights tailored for both novice and experienced investors. Mr. Pompliano’s\nability to communicate complex financial and technological concepts in accessible formats has led to strong audience retention and subscriber\ngrowth across multiple platforms.

Integrated\nMedia Products. The integration of media operations with Silvia’s financial services platform creates a powerful feedback loop\n- educational content and market commentary attract new participants to the Bitcoin ecosystem, while Silvia’s financial products\nand services benefit from increased awareness and credibility. By producing accessible, high-quality educational content, Silvia demystifies\nBitcoin for both institutional and retail audiences, fostering greater understanding and adoption of Bitcoin as an asset class.

Strategic\nRelationships and Industry Influence. Mr. Pompliano maintains strong relationships with certain leaders in venture capital, blockchain\ninfrastructure, and financial media. These relationships offer strategic value in the form of deal flow, brand partnerships, and access\nto early-stage innovations in the digital asset sector, which may be leveraged for business development and market positioning.

Strong\nBrand Recognition and Monetization History. The “Pomp” brand is widely recognized in the Bitcoin and fintech community.\nMr. Pompliano has demonstrated monetization across multiple channels, including premium subscriptions, advertising, live events, educational\ncourses, and media licensing. Mr. Pompliano’s track record reinforces his value as both a content creator and business operator.

Institutional\nand Entrepreneurial Experience. In addition to his public persona, Mr. Pompliano has experience as a venture capitalist and entrepreneur,\nhaving co-founded Morgan Creek Digital and invested in over 300 private companies. Mr. Pompliano’s background in both institutional\nfinance and startup ecosystems provides him with a unique perspective on market dynamics, innovation, and capital allocation within the\ndigital economy.

Potential\nAdvantages and Disadvantages of Holding Bitcoin

Silvia\nbelieves that Bitcoin is an attractive asset because it can serve as a store of value, supported by a robust and public open-source architecture,\nthat is untethered to sovereign monetary policy. We also believe that, due to its limited supply, Bitcoin may offer the potential to\nserve as a hedge against inflation in the long-term and, if its adoption increases, the opportunity for appreciation in value.

Bitcoin\nexists entirely in electronic form, as virtually irreversible public transaction ledger entries on the blockchain, and transactions in\nBitcoin are recorded and authenticated not by a central repository, but by a decentralized peer-to-peer network. This decentralization\nmitigates the risks of certain threats common to centralized computer networks, such as denial-of-service attacks, and reduces the dependency\nof the Bitcoin network on any single system. The decentralization of user nodes and miners also mitigates the risk of a 51% attack, which\nwould be very costly and difficult to execute with respect to Bitcoin because the Bitcoin network is open source and widely distributed,\nand transactions on the blockchain require significant computing power to be validated.

However,\nwhile the Bitcoin network as a whole is decentralized, the private keys used to access Bitcoin balances are not widely distributed and\nare susceptible to phishing and other attacks designed to obtain sensitive information or gain access to password-protected systems.\nLoss of such private keys can result in an inability to access, and effective loss of, the corresponding Bitcoin. Consequently, Bitcoin\nholdings are susceptible to all of the risks inherent in holding any electronic data, such as power failure, data corruption, security\nbreach, communication failure and user error, among others. These risks, in turn, make Bitcoin substantially more susceptible to theft,\ndestruction, or loss of value from hackers, corruption, viruses and other technology-specific factors as compared to conventional fiat\ncurrency or other conventional financial assets. For more information on risks associated with holding Bitcoin, please see “Risk\nFactors - Risks Related to Our Business and Bitcoin Treasury Strategy” of this prospectus.

In\naddition, the Bitcoin network relies on open-source developers to maintain and improve the Bitcoin protocol. Accordingly, Bitcoin may\nbe subject to protocol design changes, governance disputes such as “forked” protocols, competing protocols, and other open\nsource-specific risks that do not affect conventional proprietary software.

Custody\nof Silvia’s Bitcoin

Silvia\nsecures all Bitcoin holdings in custody accounts at top-tier, U.S.-based institutional qualified custodians with demonstrated records\nof regulatory compliance and information security. Silvia has engaged Anchorage, BitGo, Coinbase and FalconX as qualified custodians\nof its Bitcoin. As of October 6, 2026, approximately 27% of our Bitcoin was held with Anchorage and approximately 73%\nof our Bitcoin was held with BitGo.

Silvia’s\ncustody framework includes:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Diversification\n of custody across multiple providers to mitigate counterparty risk;

	●	Utilization\n of multi-signature cold storage solutions to enhance security, which store private keys in offline, air-gapped environments that\n are not connected to the internet, significantly reducing the risk of cyberattacks, unauthorized access, or online breaches;

	●	Rigorous\n due diligence and ongoing monitoring of custodians and service providers; and

	●	Negotiation\n of contractual protections to ensure Silvia’s property interests in Bitcoin are safeguarded in the event of custodian insolvency\n or other adverse events.

In\nthe ordinary course of our business, we entered into customary custody services agreements (the “Custody Agreements”)\nwith each of Anchorage, BitGo, Coinbase and FalconX, pursuant to which we engaged those custodians to provide custodial services for\nour Bitcoin holdings. Under the Custody Agreements, all of our Bitcoin assets held with a custodian are fully segregated on-chain and\nare not commingled with the assets of that custodian or its other clients. All of our Bitcoin assets are held in cold storage, and Silvia\nis the only party with access to its Bitcoin held in custody with its custodians. The existence of Silvia’s Bitcoin held in custody\npursuant to the Custody Agreements may be verified by third party auditors, subject to Silvia’s consent for the applicable custodian\nto share account information with such auditors. Our Custody Agreement with Anchorage has a term of eighteen months from June 19, 2025\nand automatically renews for one-year terms, unless written notice is provided to the other party thirty days prior to the expiration\nof that Custody Agreement. The Custody Agreements may be terminated for cause by the non-breaching party upon a material breach which\nis not cured within thirty days after receipt by the breaching party of written notice from the non-breaching party of a material breach;\nhowever, the Custody Agreements may be terminated immediately under certain circumstances. In the ordinary course of our business, we\nmay enter into other customary custody agreements with other third-party providers.

Anchorage\nis chartered as a national trust bank and is regulated by the Office of the Comptroller of the Currency (“OCC”). As\na national trust bank, Anchorage is authorized to perform fiduciary custody of digital assets, including Bitcoin, and is subject to ongoing\nregulatory oversight by the OCC. Anchorage maintains insurance coverage for certain losses of Bitcoin and other digital assets held in\nits custody. Anchorage holds insurance policies with aggregate policy limits, rather than per-account limits, including coverage for:\nthe loss of property due to theft, robbery, burglary and third-party computer and funds transfer fraud ($100,000,000 policy limit), cyber/technology\nerrors and omissions ($1,000,000 policy limit), general liability ($4,000,000 policy limit, inclusive of umbrella coverage), workers’\ncompensation (in accordance with minimum state law requirements), employer’s liability ($1,000,000 policy limit) and automobile\nliability ($4,000,000 policy limit, inclusive of umbrella coverage). However, digital assets held in Anchorage’s custody are not\nguaranteed by Anchorage and are not subject to the insurance protections of the Federal Deposit Insurance Corporation (“FDIC”)\nor the Securities Investor Protection Corporation (“SIPC”).

BitGo\nis a state-chartered trust company organized under the laws of the State of South Dakota and regulated by the South Dakota Division of\nBanking. As a regulated trust company, BitGo is authorized to provide fiduciary custody services for digital assets, including Bitcoin,\nand is subject to ongoing regulatory oversight by its primary banking regulator. BitGo is considered a qualified custodian under applicable\nregulatory frameworks and holds client digital assets in segregated custody accounts that are not commingled with BitGo’s proprietary\nassets. BitGo maintains insurance coverage for certain losses of digital assets held in its custody through policies underwritten by\na syndicate of insurers, including Lloyd’s of London and European market participants, with an aggregate specie insurance limit\nof up to $250 million for digital assets for which BitGo holds all private keys, and ancillary crime coverage, in each case subject to\ncustomary exclusions, deductibles and policy terms. However, digital assets held in BitGo’s custody are not guaranteed by BitGo\nand are not subject to the insurance protections of the FDIC or the SIPC.

Coinbase\nis a limited-purpose trust company chartered under the New York Banking Law and is regulated by the New York State Department of Financial\nServices (“NYDFS”). As a fiduciary and regulated entity, Coinbase is authorized to provide custody services for a\nwide range of digital assets and is subject to regulatory oversight and capital requirements. Coinbase is a qualified custodian under\nthe Advisers Act, and maintains client digital assets in segregated accounts that are legally distinct from Coinbase’s corporate\nassets. To protect against external threats, Coinbase maintains insurance coverage designed to cover losses resulting from theft or cybersecurity\nbreaches. However, digital assets held by Coinbase are not guaranteed by Coinbase, insured by the FDIC or protected by the SIPC, and\ntheir value may fluctuate.

FalconX\nis an institutional prime brokerage that operates through several subsidiaries, including FalconX Bravo, Inc., a CFTC-registered swap\ndealer and a member of the National Futures Association, and FalconX Delta, Inc., a money services business registered with the Financial\nCrimes Enforcement Network (collectively, “FalconX”). FalconX is authorized to provide institutional access to the\nover-the-counter derivatives market and maintains numerous state-level money transmitter licenses. As a prime broker, FalconX provides\nintegrated trading, credit and custody services, utilizing bankruptcy-remote structures so that client digital assets are held in segregated\naccounts and are not commingled with the firm’s proprietary assets. In addition to its own custodial infrastructure, FalconX provides\n“Prime Connect” services, which allow clients to trade while keeping assets in third-party qualified custody with NYDFS-regulated\npartners. FalconX maintains insurance coverage for digital assets held in its custody, but digital assets in its custody are not guaranteed\nby FalconX, insured by the FDIC or protected by the SIPC.

Silvia\nwill continuously review and enhance its custody arrangements to ensure the highest standards of asset protection and operational resilience.

Government\nRegulation

Artificial\nIntelligence, Data and Consumer Protection

The\nregulation of AI is developing and varies by jurisdiction. There is currently no comprehensive U.S. federal statute governing the development\nor use of AI. Federal activity to date has consisted principally of executive orders, agency policy statements and guidance, and voluntary\nframeworks, including the AI Risk Management Framework published by the National Institute of Standards and Technology, which is voluntary.\nA number of states have enacted AI legislation, which varies in scope and includes requirements relating to disclosure when a consumer\nis interacting with an AI system, transparency concerning training data and model capabilities, restrictions on specified uses of AI\nand obligations relating to automated decision-making. These laws have different effective dates, several remain subject to rulemaking\nor amendment, and their application to our products is not settled.

Our\nAI-powered products are also subject to laws of general application that are increasingly being applied to AI, including federal and\nstate prohibitions on unfair or deceptive acts and practices, consumer protection and anti-discrimination laws, privacy and data protection\nlaws governing the collection, use, sharing and retention of personal and financial information, data security and breach notification\nrequirements, and intellectual property laws, the application of which to the training of models and to model outputs remains unsettled.\nSeveral states, including Colorado, have enacted or are considering legislation that imposes specific obligations on deployers of AI\nsystems used in consequential decisions, including requirements for impact assessments, bias testing, and consumer disclosures. Because\nthe CFO Silvia platform connects to users’ financial accounts, our collection and use of that information may also be subject to\nfinancial privacy requirements, including the Gramm-Leach-Bliley Act. Outside the United States, the European Union has adopted Regulation\n(EU) 2024/1689, known as the Artificial Intelligence Act (“EU AI Act”), which establishes a risk-based framework with obligations\nthat apply in phases and that was amended in 2026 to defer the application of certain obligations applicable to high-risk AI systems,\nand other jurisdictions have adopted or proposed AI, privacy and consumer protection requirements that differ from one another and from\nU.S. requirements. The EU AI Act could impose substantial compliance costs and operational constraints with our international operations.\nOther jurisdictions, including the United Kingdom, Canada, China, and Brazil, are also developing or have implemented AI-specific regulations\nthat may affect the global competitive landscape and our ability to operate in certain markets. These requirements would apply to us\nonly to the extent our products are made available in, or our activities otherwise have a sufficient connection to, the relevant jurisdiction.

Existing\nfinancial services laws may apply to AI-enabled financial tools depending on the functionality those tools actually provide. The CFO\nSilvia platform is designed to provide informational, educational and analytical tools and is not intended to provide personalized investment\nadvice within the meaning of the Advisers Act or to serve as a registered investment adviser, and Silvia Insights is intended to deliver\nresearch rather than individualized recommendations. However, the conversational nature of these platforms, which generate responses\ntailored to a user’s specific financial situation, could blur the distinction between information and advice in ways that are difficult\nto predict. The distinction between research, information and education, on the one hand, and investment advice or recommendations, on\nthe other, depends on the functionality provided and on how regulators and courts apply existing standards to AI-enabled tools, which\nhas not been settled. The SEC, FINRA, and state regulators have indicated increased focus on the use of AI in investment-related contexts.\nIf the SEC, a state securities regulator or another authority were to conclude that one of our products provides investment advice or\nrecommendations, additional registration, disclosure, conduct and compliance requirements could apply, we could be required to change\nthe functionality of the product, and we could be subject to enforcement action for having previously operated without registration.\nSee “Risk Factors—Risks Related to Our Business and AI-Strategy.”

Investment\nAdviser Registration and Advisory Activities

The\nInvestment Manager serves as investment adviser to the Initial Fund and the SPV Fund, and the General Partner serves as general partner\nof the Initial Fund. As of the date of this prospectus, neither the Investment Manager nor the General Partner is registered as an investment\nadviser with the SEC, and the Investment Manager relies on exemptions from registration under applicable federal and state law in connection\nwith its private fund advisory activities. On September 17, 2026, the Investment Manager filed Parts 1 and 2A of Form ADV with the SEC\nto register as an investment adviser under the Advisers Act, but its registration has not yet become effective. The anti-fraud provisions\nof Section 206 of the Advisers Act apply to an investment adviser whether or not it is registered, and the Investment Manager is accordingly\nsubject to the fiduciary and anti-fraud obligations those provisions impose, to applicable state law and to the anti-fraud provisions\nof the federal securities laws generally.

Registration\napplies at the adviser level rather than to particular clients. Once effective, the Investment Manager’s registration generally\nwill govern its advisory business as a whole, and its advisory activities with respect to the Initial Fund, any other private funds and\nany SPVs, as well as its proposed sub-advisory services to the Silvia ETFs, would become subject to the requirements of the Advisers\nAct applicable to SEC-registered investment advisers. Those requirements include the compliance program and chief compliance officer\nrequirements of Rule 206(4)-7, the advertising and marketing requirements of Rule 206(4)-1, code of ethics and personal trading requirements,\nbooks and records and reporting requirements, requirements applicable to the custody of client assets, limitations on performance-based\ncompensation and SEC examination authority. An adviser to private funds is also subject to requirements and supervisory expectations\nconcerning the valuation of fund assets, the allocation of fees and expenses, the treatment of conflicts of interest and the terms on\nwhich it and its affiliates transact with the funds they advise and with fund investors. The Investment Manager’s registration\nwill not constitute registration of Silvia, Inc., the General Partner, any Fund or our consumer platform.

Initial\nFund and Special Purpose Vehicles

Interests\nin the Initial Fund are being offered in a transaction exempt from registration in reliance on Section 4(a)(2) of the Securities Act\nand Regulation D thereunder, and the Initial Fund is not registered under the Investment Company Act in reliance on the exclusion provided\nby Section 3(c)(1) of that statute. The availability of these exemptions and exclusions depends on satisfying conditions relating to\ninvestor eligibility, the manner in which interests are offered and the number and nature of investors, and they limit participation\nin the Initial Fund to investors that satisfy specified eligibility requirements.

The\nSPV Fund and any other private funds and SPVs that we or our subsidiaries sponsor, advise or manage may rely on the same or similar exemptions\nand exclusions, although their offering terms, investor eligibility requirements and applicable exclusions may differ by vehicle. A failure\nto satisfy the conditions of an applicable exemption or exclusion could require an affected Fund to register, restructure or discontinue\nits activities. See “Risk Factors—Risks Related to Our Expansion into Asset Management.”

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Proposed\nExchange-Traded Funds

Each\nSilvia ETF is proposed as a series of the ETF Trust, which is not affiliated with us and which is registered under the Investment Company\nAct as an open-end management investment company. The Adviser serves as investment adviser to the Silvia ETFs, and the Investment Manager\nis proposed to serve as Sub-Adviser and to provide portfolio management services. An investment adviser or sub-adviser to a registered\ninvestment company generally must be registered with the SEC under the Advisers Act and may not rely on the exemptions on which the Investment\nManager currently relies. Based on the ETF Trust’s current filings on Form N-1A, the Silvia ETFs remain proposed, and no Silvia\nETF may commence operations until the registration statement with respect to that fund has become effective, its shares have been approved\nfor listing on a national securities exchange, the Investment Manager’s registration as an investment adviser has become effective\nand applicable distribution and operational arrangements are in place. We are not the issuer of, and do not offer, shares of any Silvia\nETF.

Registered\nfunds and their advisers are subject to extensive regulation under the Investment Company Act, the Advisers Act and the rules under those\nstatutes, and shares of an exchange-traded fund are registered under the Securities Act on a registration statement on Form N-1A that\nmust become effective before shares may be sold. Requirements that would apply to the Silvia ETFs and the parties that serve them include\nRule 6c-11, which permits an exchange-traded fund satisfying its conditions to operate without individual exemptive relief and imposes\nportfolio holdings transparency, website disclosure and basket requirements; Rule 22e-4, which requires a liquidity risk management program;\nRule 18f-4, which governs the use of derivatives; Rule 2a-5, which governs determinations of fair value and permits a fund’s board\nto designate a valuation designee; and Rule 35d-1, which generally requires a fund whose name suggests a particular investment focus\nto adopt a policy to invest at least 80% of the value of its assets in accordance with that focus. Advisory and sub-advisory agreements\nmust be approved in the manner required by Section 15 of the Investment Company Act, and compensation received for advisory services\nis subject to the fiduciary duty imposed by Section 36(b) of that statute, which may be enforced through private litigation. The listing\nand continued listing of fund shares are also subject to the rules of the exchange on which they are listed.

Primary\nresponsibility for compliance with these requirements rests with the ETF Trust, its board of trustees and the Adviser. The Sub-Adviser\nwould perform portfolio management and related functions subject to the supervision and oversight of the Adviser and that board, and\nwould perform the compliance-related responsibilities allocated to it under the sub-advisory arrangements, in each case as and to the\nextent so allocated. The Sub-Adviser is not expected to hold the assets of any Silvia ETF, which are expected to be held by the ETF Trust’s\ncustodian. See “Risk Factors—Risks Related to Our Expansion into Exchange-Traded Funds.”

Bitcoin\nand Digital Assets

The\nlaws and regulations applicable to Bitcoin and digital assets are evolving and subject to interpretation and change.

Governments\naround the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have adopted regulatory\nframeworks permitting their use and trade with varying degrees of restriction, while in some jurisdictions, such as the U.S., digital\nassets are subject to overlapping, uncertain and evolving regulatory requirements.

As\ndigital assets have grown in both popularity and market size, the U.S. Executive Branch, Congress and a number of U.S. federal and state\nagencies, including the Financial Crimes Enforcement Network, the CFTC, the SEC, the Financial Industry Regulatory Authority, the Consumer\nFinancial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the\nIRS and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset\nexchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate\nthe laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and\nconsumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange digital assets for users.\nMany of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In\naddition, federal and state agencies, as well as other countries have issued rules or guidance regarding the treatment of digital asset\ntransactions and requirements for businesses engaged in activities related to digital assets.

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Depending\non the regulatory characterization of Bitcoin, the markets for Bitcoin in general, and Silvia’s activities in particular, Silvia’s\nbusiness and Bitcoin strategy, including the “treasury” approach, may be subject to regulation by one or more regulators\nin the United States and globally. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital\nassets markets, the participation of industry participants, including service providers and financial institutions in these markets,\nand our ability to pursue our Bitcoin strategies. Additionally, U.S. state and federal and foreign regulators and legislatures have taken\naction against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity\narising from hacks, consumer harm, or criminal activity stemming from digital assets activity. U.S. federal and state energy regulators\nhave expressed concern regarding the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency\nmining on the supply and dispatch functionality of the wholesale grid and retail distribution systems. Some state legislative bodies\nhave passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states. For\nrisks associated with the regulations to which we may be subject to, please see “Risk Factors - Risks Related to Our Business\nand Bitcoin Treasury Strategy” of this prospectus.

The\nCFTC takes the position that some digital assets, including Bitcoin, fall within the definition of a “commodity” under the\nCEA. Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets in\nwhich we may transact. Beyond instances of fraud or manipulation, the CFTC generally does not currently regulate cash or spot market\ntransactions involving digital assets (such as the Bitcoin treasury strategy) or exchanges that facilitate such transactions, provided\nthat such transactions do not utilize margin, leverage, or financing. Rather, the CFTC’s regulations and enforcement authority\ngenerally apply to futures, swaps, other derivative products and certain retail leveraged commodity transactions involving digital asset\ncommodities, including the markets on which these products trade. Several proposed pieces of U.S. federal legislation may significantly\nexpand or clarify the jurisdiction of the CFTC or other regulatory agencies over cryptocurrency-related companies, including Bitcoin\ntreasury companies.

The\nSEC and its staff have taken the position that certain other digital assets fall within the definition of a “security” under\nthe U.S. federal securities laws. Public statements made by senior officials and senior members of the staff at the SEC indicate that\nthe SEC does not currently consider Bitcoin to be a security under the federal securities laws. However, such statements are not official\npolicy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court\nand cannot be generalized to any other digital assets. Future regulatory developments with respect to Bitcoin from the CFTC, SEC, or\nany other federal or state regulator, are difficult to predict.

In\naddition, since Bitcoin network transactions are pseudonymous, they may be susceptible to misuse for criminal activities, such as money\nlaundering. Such transactions are recorded on a public ledger, allowing for forensic analysis that can link transactions to individuals\nor entities under certain circumstances. Nevertheless, this misuse, or the perception of such misuse, could lead to greater regulatory\noversight of Bitcoin and Bitcoin platforms, and there is the possibility that law enforcement agencies may seize or shut down digital\nasset exchanges or service providers, which could prevent users from accessing custodial-held assets. Users who self-custody Bitcoin\nin private wallets remain outside the direct reach of such actions. For example, the U.S. Treasury Department’s Office of Foreign\nAssets Control has issued updated advisories regarding the use of virtual currencies, added a number of digital asset exchanges and service\nproviders to the Specially Designated Nationals and Blocked Persons list and engaged in several enforcement actions, including a series\nof enforcement actions that have either shut down or significantly curtailed the operations of several smaller digital asset exchanges\nassociated with Russian and/or North Korean nationals. Additionally, in January 2025, the Consumer Financial Protection Bureau announced\nthat it is seeking public input on privacy protections and surveillance in digital payments, particularly those offered through large\ntechnology platforms.

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As\nnoted above, activities involving Bitcoin and other digital assets may fall within the jurisdiction of more than one financial regulator\nand various courts and such laws and regulations are rapidly evolving and increasing in scope. On January 23, 2025, President Trump issued\nan executive order titled, “Strengthening American Leadership in Digital Financial Technology.” While the executive order\ndid not mandate the adoption of any specific regulations, the executive order identifies certain key objectives to guide agencies involved\nin cryptocurrency regulation, including (i) protecting the sovereignty of the United States dollar by promoting the development of United\nStates dollar-backed stablecoins, (ii) providing regulatory clarity and certainty built on technology-neutral regulations for individuals\nand firms involved in digital assets, including through well-defined jurisdictional regulatory boundaries, and (iii) taking measures\nto protect Americans from the risks of CBDCs. To achieve these objectives, the executive order established a working group on digital\nasset markets within the National Economic Council, comprised of representatives from key federal agencies, with a tight timeline for\nexamining existing regulations and proposing a new regulatory framework. There have also been several bills introduced in Congress that\npropose to establish additional regulation and oversight of the digital asset markets.

Legislation\nis currently pending in the U.S. Congress which, if passed and signed into law, could significantly affect the digital currency and digital\nasset markets. One such piece of legislation is the Digital Asset Market Clarity Act of 2025 (“CLARITY Act”), which\nwould clarify which digital currencies and digital assets are commodities, as opposed to securities. Additionally, the CLARITY Act would\nsubject certain spot-market digital commodities to a comprehensive regulatory regime for the first time. For example, the legislation\nwould require several different types of entities to register with the CFTC and/or SEC and comply with various regulatory requirements\nthat would be promulgated by the CFTC and SEC. Further, the legislation would require issuers of new and “non-mature” digital\ncommodities to make a mandatory filing with the SEC containing information regarding the issuer, planned use of proceeds, economics,\ngovernance and development roadmap. The details of the legislation are likely to change from its current form as it is reviewed and revised\nby the U.S. House of Representatives and the Senate, and it is unknown at this time whether it will be approved.

Intellectual\nProperty

As\nof the date of this prospectus, we maintain and use trade names, registered and unregistered trademarks, domain names, and logos, which\nwe consider material to our brand identity. We may pursue registration of certain marks or content in various jurisdictions as appropriate.

In\nconnection with our acquisition of CFO Silvia, Inc., we acquired the proprietary software, data infrastructure and related technology\nunderlying the CFO Silvia platform, together with the related trade names, domain names and other intellectual property used in that\nbusiness. We rely primarily on trade secret and copyright protection, together with confidentiality and intellectual property assignment\nprovisions in our employment and other agreements, to protect that technology. However, the extent to which AI-related innovations, including\ntrained model weights, are protectable as trade secrets or copyrightable works remains uncertain, and we may be unable to prevent competitors\nfrom independently developing similar technologies or from reverse-engineering or replicating aspects of our AI systems.

Human\nCapital

As\nof the date of this prospectus, our executive officers are our Chief Executive Officer, Chief Operating Officer, Chief Legal Officer,\nSecretary and Chief Compliance Officer, Chief Financial Officer and Chief Technology Officer, all of whom are located in the United States.\nIn connection with our acquisition of CFO Silvia, Inc., we added the employees of that business, including its development team. Since\nthe acquisition of CFO Silvia, Inc., we have added approximately 20 employees and contractors. None of our employees are represented\nby a labor union or covered by a collective bargaining agreement. We may, from time to time, engage third-party contractors and consultants\nto support our operations, and our Board of Directors or our executive officers may authorize the hiring of additional employees as operational\nneeds expand.

Properties

Our\nprincipal corporate office is located at 600 Lexington Avenue, Floor 2, New York, New York 10022, where we occupy approximately 3,418\nsquare feet under an operating sub-lease that may be terminated by either party on 60 days’ notice. In February 2026, we entered\ninto a lease for approximately 3,999 square feet at 600 Lexington Avenue, Floor 3, New York, New York 10022, with an initial term of\n45 months that commenced on February 1, 2026 and expires on October 31, 2029. We believe that these facilities are adequate for our near-term\nneeds and that suitable additional facilities will be available in the future if and when needed.

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Legal\nProceedings

From\ntime to time, we and our subsidiaries may become involved in legal proceedings or be subject to claims arising in the ordinary course\nof our business. We are not currently a party to any legal proceedings, the outcome of which, if determined adversely, is reasonably\nexpected to individually or in the aggregate have a material adverse effect on our business or financial condition.

Available\nInformation

Our\nwebsite address is https://www.silvia.com/. We make available, free of charge through the Investor Relations portion of our website,\nannual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished\npursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with,\nor furnish it to, the SEC. Information contained on our website or connected thereto does not constitute part of, and is not incorporated\nby reference into, this prospectus.

Periodic\nReporting and Financial Information

We\nhave registered the initial sale of our Common Stock and Warrants under the Exchange Act and have reporting obligations, including the\nrequirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act,\nour annual reports contain financial statements audited and reported on by our independent registered public accountants. The SEC maintains\nan Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically\nwith the SEC at http://www.sec.gov.

We\nare required to evaluate and report on our internal control procedures over financial reporting as required by the Sarbanes-Oxley Act.

We\nare an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,\nwe are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies\nthat are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation\nrequirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic\nreports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and\nstockholder approval of any golden parachute payments not previously approved. If some stockholders find our securities less attractive\nas a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In\naddition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended\ntransition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other\nwords, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise\napply to private companies. We intend to take advantage of the benefits of this extended transition period.

We\nwill remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of\nthe completion of the initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in\nwhich we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates\nequals or exceeds $700 million as of the prior June 30^th, and (2) the date on which we have issued more than $1.0 billion\nin non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall\nhave the meaning associated with it in the JOBS Act.

Additionally,\nwe are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take\nadvantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.\nWe will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held\nby non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million\nduring such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of\nthe prior June 30th.

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MANAGEMENT

Management\nand Board of Directors

The\nfollowing sets forth certain information, as of the date of this prospectus, concerning the persons who serve as our executive officers\nand directors.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Age	Title
Anthony\n J. Pompliano III⁽⁴⁾	38	Chief\n Executive Officer and Chairman
Renae\n Cormier	54	Chief\n Financial Officer and Treasurer
Megan\n Pacchia	41	Chief\n Operating Officer
Kyle\n Wood	50	Chief\n Legal Officer and Secretary
Shain\n Noor	26	Chief\n Technology Officer
Gary\n Quin⁽⁴⁾	56	Director
Bill\n Koutsouras^(1)(2)(3)(4)	54	Director
Eric\n M. Jackson^(1)(2)(3)(4)	54	Director
Benjamin\n Buchanan^(1)(2)(3)	40	Director

(1)\nMember of Audit Committee.

(2)\nMember of Compensation Committee.

(3)\nMember of Governance Committee.

(4)\nMember of Treasury Committee.

Executive\nOfficers

Anthony\nJ. Pompliano III, 38, has served as our Chief Executive Officer and Chairman of the Board since June 2025. Additionally, Mr.\nPompliano has served as the chief executive officer and sole Manager of Legacy ProCap since June 2025 and the chief executive officer\nand member of the board of directors of ProCap Acquisition Corp., a special purpose acquisition company, since May 2025. He is also the\nfounder and has served as the Chief Executive Officer of Professional Capital Management since January 2022. Professional Capital Management\nis a global investment firm backed by leading venture capitalists and business executives. The organization leverages a large social\nmedia following to create and acquire cash-flow positive businesses. The profits from the operating companies are then invested across\nthe public and private market. Prior to founding Professional Capital Management, Mr. Pompliano has been an entrepreneur and private\ninvestor for more than 14 years, having invested in more than 300 companies.

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Mr. Pompliano currently hosts\npodcasts in business and investing on “The Pomp Podcast,” while also writing a daily letter to 260,000+ investors each morning.\nMr. Pompliano was a co-founder and managing partner at Full Tilt Capital from 2016 until it was acquired by Morgan Creek Digital Assets\nin 2018. Mr. Pompliano was a co-founder and managing partner of Morgan Creek Digital Assets from 2018 to 2020.

Prior\nto his investment career, Mr. Pompliano ran product and growth teams at Facebook, and served as a sergeant in the US Army. Mr. Pompliano\ngraduated from Bucknell University with a degree in economics. Mr. Pompliano is well qualified to serve as a member of the Board due\nto his operational, financial, and Bitcoin experience.

Renae\nCormier, 54, has served as our Chief Financial Officer since December 1, 2025. Ms. Cormier previously served as Chief Financial\nOfficer of Semler Scientific, Inc. (“Semler Scientific”) since July 2023, where she led and managed all Bitcoin treasury,\naccounting, finance, investor relations, business development, and legal and human resources functions for the publicly traded Bitcoin\ntreasury and healthcare technology company. In that capacity, she has been responsible for Bitcoin treasury, SEC reporting, Sarbanes-Oxley\nAct compliance, tax compliance, budgeting, financial planning and analysis, corporate development and mergers and acquisitions. From\nApril 2025 to October 2025, she also served as Treasurer and Secretary and as a director of CardioVanta, Inc., a wholly owned subsidiary\nof Semler Scientific. From May 2022 to July 2023, she served as Semler Scientific’s head of corporate communications and business\nstrategy. From September 2013 to March 2022, Ms. Cormier was a Partner and investment professional at Aravt Global LLC, an investment\nfund that focused on global public equity investments in high-growth companies across multiple sectors. From 2001 to 2010, Ms. Cormier\nwas an equity analyst and director of financial research at Ziff Brothers Investments. From 1997 to 2001 she was an auditor and transaction\nadvisory professional in the Transaction Services practice at PricewaterhouseCoopers. Ms. Cormier holds a Bachelor of Science degree\nin Accounting and Finance from the University of Colorado Denver.

Megan\nPacchia, 41, has served as our Chief Operating Officer since September 15, 2025. Prior to joining Silvia, Ms. Pacchia spent the\npast 14 years at McKinsey & Company, where she was Partner from January 2018 to September 2025. While at McKinsey & Company,\nMs. Pacchia provided strategic consulting services to Fortune 500 Consumer clients in the areas of digital innovation, transformation,\nand growth strategy. From 2006 to 2009, she worked as an Analyst and Senior Analyst at Morgan Stanley in the Capital Markets and Global\nWealth Management Divisions. Ms. Pacchia is a Co-Founder of PubKey, Inc., where she has served as non-operating partner since May 2022.\nMs. Pacchia holds a Bachelor’s degree in History from Wesleyan University and a Master of Business Administration from Harvard\nBusiness School.

Kyle\nWood, 50, has served as our Chief Legal Officer, Chief Compliance Officer and Secretary since August 25, 2025. He served as the\nChief Legal Officer of Pishevar Family Office, LLC from January 2020 to July 2025, where he acted as Chief Legal Officer of its affiliated\nprivate fund, Sofreh Capital LP. Mr. Wood specializes in corporate governance, regulatory compliance, and risk management. Before his\nmost recent roles, he was a partner at Perkins Coie, where he was involved in the law firm’s blockchain technology and digital\nassets group. Mr. Wood holds a Bachelor’s degree in Economics from the University of Virginia and a Juris Doctor from Santa Clara\nUniversity School of Law.

Shain\nNoor, 26, has served as our Chief Technology Officer since April 2026. He joined us in connection with our acquisition of CFO\nSilvia, Inc., which he co-founded in February 2025. From its founding until the acquisition, he served as CFO Silvia’s President\nand Chief Executive Officer and was responsible for developing and growing the CFO Silvia AI platform. Prior to CFO Silvia, from 2021-2024,\nMr. Noor was a software engineer at Influur. He also held engineering roles at technology companies, including Director of Blockchain\nEngineering at YDY, and engineering internship roles at NASA and The Boring Company.

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Non-Employee\nDirectors

Gary\nQuin, 56, has served as a member of the Board since December 5, 2025. Mr. Quin has served as the Chairman of the Board and Chief\nExecutive Officer of CCCM since April 2025. He has over 30 years of corporate and financial experience and has executed approximately\n$65 billion in M&A and capital market transactions throughout his career. Mr. Quin is currently the Vice Chairman of Cohen Capital\nMarkets, a position he has held since 2024. He is responsible for leading and expanding the firm’s investment banking operations\nthroughout the European, Middle Eastern, and African regions and has extensive connections in the global financial sponsor community.\nHe also has deep sectoral expertise in telecoms, media (including sports and media rights), digital infrastructure, real estate, and\nfinancial services (including fintech). His expertise spans a wide array of industries, enabling him to provide strategic counsel and\nexecution support to clients across diverse sectors. Mr. Quin is also currently a board member of Venturerock BV, a Dutch venture capital\nfirm. In October 2020, Mr. Quin became the Chief Executive Officer of North Atlantic Acquisition Corp (“NAAC”), which completed\na $330 million IPO and raised a total of $383 million. In January 2023, NAAC announced its dissolution and the liquidation and return\nof assets held in trust to its shareholders. Prior to NAAC, Mr. Quin was Vice Chairman of Credit Suisse Group investment banking division\nin Europe from 2010 to December 2019, where he advised Europe’s corporates, governments, financial sponsors and family offices\nacross M&A, private and public capital raising. Prior to this, Mr. Quin also served as Senior Advisor to The Blackstone Group from\n2011 to 2012, during which time Blackstone acquired Eircom Limited for $3.8 billion. Mr. Quin received his bachelor’s degree from\nthe University College Cork, Ireland and his M.B.A. from Trinity College Dublin, Ireland. Mr. Quin is well-qualified to serve as a director\ndue to his extensive finance and operational experience in a variety of industries and sectors.

Bill\nKoutsouras, 54, has served as lead independent director and the chair of the Audit Committee of the Board since December 5, 2025.\nMr. Koutsouras is a seasoned finance executive and director with more than 20 years of public company board experience across governance,\nstrategy, audit, and capital markets. He currently serves as Lead Independent Director and Chair of the Audit Committee of Galaxy Digital\nInc. (Nasdaq: GLXY) since 2018 and as an Independent Director of Wheaton Precious Metals International, a subsidiary of Wheaton Precious\nMetals (NYSE: WPM) since 2004. Since 2011, Mr. Koutsouras has served as President and Director of Kouts Capital, an investment and advisory\nservices company that provides strategic advice and assistance to companies with corporate finance and capital markets transactions.\nPreviously, Mr. Koutsouras was Executive Vice President, Chief Financial Officer and a Director of Endeavour Financial from 2002 to 2011,\nwhere he was involved in over $25 billion of mergers and acquisition transactions and more than $4 billion of financing transactions.\nHe also served as Independent Director and Chairman of the Board for WonderFi Technologies from November 2021 to September 2022, as Independent\nDirector for Norsemont Mining from July 2020 to September 2021, and as Independent Director for Aton Resources from May 2014 to September\n2021. Mr. Koutsouras also previously worked as a Senior Associate at PricewaterhouseCoopers and EvansMartins Chartered Accountants. Mr.\nKoutsouras holds a Bachelor’s degree in Economics from the University of Toronto, and is a Chartered Professional Accountant (CPA)\nand Chartered Financial Analyst (CFA). Mr. Koutsouras is well-qualified to serve as a director due to his extensive financial, audit,\nand capital markets expertise, executive leadership experience, and long-standing service on public company boards.

Eric\nM. Jackson, 54, has served as an independent director and chair of the Compensation Committee of the Board since December 5,\n2025. Mr. Jackson long advocated for shareholder value at Yahoo! from 2006 to 2016 and has led the Rising Dynasty and OPEN Army, the\nretail shareholder movement, since July 2025. He is the founder and president of EMJ Capital Ltd, a position he has held since October\n2016, where he serves as portfolio manager of a technology-focused hedge fund. He served as a managing director and portfolio manager\nat SpringOwl Event Driven Partners from September 2015 to October 2016, where he led shareholder activist campaigns. Mr. Jackson was\nalso the founder and Managing Member of Ironfire Capital LLC, from February 2008 to August 2015. Before that, he served as president\nof Jackson Leadership Systems Inc. from February 2004 to June 2010, and as Vice President of Business Development & Strategy at VoiceGenie\nTechnologies Inc. from March 2000 to February 2004. Mr. Jackson received a Ph.D. and master’s degree in Strategy from Columbia\nBusiness School and a B.A. in English from McGill University. Mr. Jackson is well-qualified to serve as director due to his extensive\nexperience as hedge fund portfolio manager and as an activist investor.

Benjamin\nBuchanan, 40, has served as a member of the Board since July 15, 2026. Mr. Buchanan has served as the Chief Executive Officer\nof All Current, a provider of electrical solutions, since January 2025. He previously served as Executive Vice President and Chief Operating\nOfficer of LindFast Solutions Group, a master distributor of fasteners in North America, from July 2022 to October 2024, and as its Chief\nFinancial Officer from September 2019 to July 2022. Prior to joining LindFast Solutions Group, Mr. Buchanan served as the Chief Financial\nOfficer of US Greenfiber, a cellulose insulation manufacturer, from July 2018 to August 2019. Mr. Buchanan has also served on the board\nof directors of Argus Monitoring Solutions since February 2022. Mr. Buchanan received his degree in Economics from Samford University\nand his Master of Business Administration from the University of Kentucky. Mr. Buchanan is well-qualified to serve as a director due\nto his strategic, operational and broad business experience.

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Family\nRelationships

There\nare no family relationships among any of our directors and executive officers.

Composition\nof the Board

Our\nbusiness and affairs are organized under the direction of the Board. The Board consists of five members. Mr. Pompliano is a Class III\ndirector and serves as Chairman of the Board. Gary Quin was designated by CCCM, and is a Class II director. The primary responsibilities\nof the Board are to provide oversight, strategic guidance, counseling and direction to our management. The Board meets on a regular basis\nand additionally as required.

In\naccordance with the terms of our Charter, the Board is divided into three classes, Class I, Class II and Class III, with, only one class\nof directors being elected each year and each class serving a three-year term. There is no cumulative voting with respect to the election\nof directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the\ndirectors. The Board is divided into the following classes:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Class\n I, consisting of Eric Jackson and Benjamin Buchanan, whose term will expire at our annual meeting of stockholders to be held in 2029;

	●	Class\n II, consisting of Bill Koutsouras and Gary Quin, whose terms will expire at our annual meeting of stockholders to be held in 2027;\n and

	●	Class\n III, consisting of Mr. Pompliano, whose term will expire at our annual meeting of stockholders to be held in 2028.

At\neach succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of\nthe class whose terms expire at such annual meeting. If the number of directors is changed, any newly created directorships or decrease\nin directorships shall be so apportioned hereafter among the classes as to make all classes as nearly equal in number as is practicable;\nprovided that no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. Directors\nalready in office at the time such classification becomes effective and who will remain in office shall be assigned to each class in\naccordance with a resolution or resolutions adopted by the Board. A person so elected by the Board to fill a vacancy or newly created\ndirectorship shall hold office until the next election of the class for which such director shall have been chosen until his or her successor\nshall have been duly elected and qualified, or until such director’s earlier death, resignation or removal. No decrease in the\nnumber of directors constituting the Board shall shorten the term of any incumbent director. This classification of the Board may have\nthe effect of delaying or preventing changes in our control or management. Any director or the entire Board may be removed from office\nat any time, but only for cause, and only by the affirmative vote of the holders of at least 66 ⅔% of the voting power of our\nissued and outstanding capital stock entitled to vote in the election of directors.

Director\nIndependence

Under\nthe Nasdaq listing standards, a majority of the members of the Board must qualify as “independent,” as affirmatively determined\nby the Board. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of\nthat company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent\njudgment in carrying out the responsibilities of a director. Based on information provided by each director concerning his or her background,\nemployment and affiliations, each of the directors on the Board, other than Mr. Pompliano and Mr. Quin, qualify as independent directors,\nas defined under the Nasdaq Rules, and the Board consists of a majority of “independent directors,” as defined under the\nrules of the SEC and the Nasdaq Rules relating to director independence requirements. In addition, we are subject to the rules of the\nSEC and Nasdaq relating to the membership, qualifications and operations of the audit committee and compensation committee, as discussed\nbelow.

Role\nof the Board in Risk Oversight

One\nof the key functions of the Board is informed oversight of our risk management process. The Board does not anticipate having a standing\nrisk management committee, but rather anticipates administering this oversight function directly through the Board as a whole, as well\nas through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular,\nthe Board will be responsible for monitoring and assessing strategic risk exposure and the Audit Committee will have the responsibility\nto consider and discuss our major financial risk exposures and the steps our management will take to monitor and control such exposures,\nincluding guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee will\nalso monitor compliance with legal and regulatory requirements. Our Compensation Committee will assess and monitor whether our compensation\nplans, policies and programs comply with applicable legal and regulatory requirements.

Committees\nof the Board

The\nBoard has four standing committees: the Audit Committee, the Compensation Committee, the Governance Committee, and the Treasury Committee.

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Audit\nCommittee

The\nAudit Committee consists of Bill Koutsouras, Eric Jackson and Benjamin Buchanan. The Board determined that each of the members of the\nAudit Committee satisfies the independence requirements of the Nasdaq Rules and Rule 10A-3 under the Exchange Act. Each member of the\nAudit Committee can read and understand fundamental financial statements in accordance with applicable audit committee requirements.\nIn arriving at this determination, the Board examined each candidate’s scope of experience and the nature of their prior and/or\ncurrent employment.

Bill\nKoutsouras serves as the chair of the Audit Committee and the Board determined that Mr. Koutsouras qualifies as an audit committee financial\nexpert within the meaning of SEC regulations and meets the financial sophistication requirements of the Nasdaq Rules. In making this\ndetermination, the Board considered his Bachelor’s degree in Economics from the University of Toronto, his CPA and CFA certifications\nand his extensive financial, audit, and capital markets expertise, executive leadership experience, and long-standing service on public\ncompany boards. Both our independent registered public accounting firm and management periodically will meet privately with the Audit\nCommittee.

The\nAudit Committee does the following, among other things:

	●	select,\n retain, compensate, evaluate, oversee and, where appropriate, terminate our independent registered public accounting firm;

	●	review\n and approve the scope and plans for the audits and the audit fees and approve all non-audit and tax services to be performed by the\n independent registered public accounting firm;

	●	evaluate\n the independence and qualifications of our independent registered public accounting firm;

	●	review\n our consolidated financial statements, and discuss with management and our independent registered public accounting firm the results\n of the annual audit and the quarterly reviews;

	●	review\n and discuss with management and our independent registered public accounting firm the quality and adequacy of our internal controls\n and our disclosure controls and procedures;

	●	discuss\n with management our procedures regarding the presentation of our financial information, and review earnings press releases and guidance;

	●	oversee\n the design, implementation and performance of our internal audit function, if any;

	●	set\n hiring policies with regard to the hiring of employees and former employees of our independent registered public accounting firm\n and oversee compliance with such policies;

	●	review,\n approve and monitor related party transactions;

	●	review\n and monitor compliance with our Code of Business Conduct and Ethics and consider questions of actual or possible conflicts of interest\n of our directors and officers;

	●	adopt\n and oversee procedures to address complaints regarding accounting, internal accounting controls and auditing matters, including confidential,\n anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters;

	●	review\n and discuss with management and our independent registered public accounting firm the adequacy and effectiveness of our legal, regulatory\n and ethical compliance programs; and

	●	review\n and discuss with management and our independent registered public accounting firm our guidelines and policies to identify, monitor\n and address enterprise risks.

	●	recommend\n to the Board that the audited financial statements and the disclosure under “Management’s Discussion and Analysis of\n Financial Condition and Results of Operations” be included in our annual report on Form 10-K and whether the annual report\n on Form 10-K should be filed with the SEC; and to produce the audit committee report required to be included in our proxy statement.

The\nAudit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards\nof Nasdaq.

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Compensation\nCommittee

Our\nCompensation Committee consists of Eric Jackson, Bill Koutsouras and Benjamin Buchanan. Eric Jackson serves as the chair of the Compensation\nCommittee. The Board determined that each of the members of the Compensation Committee is a non-employee director, as defined in Rule\n16b-3 promulgated under the Exchange Act and satisfies the independence requirements of Nasdaq.

The\nCompensation Committee does the following, among other things:

	●	review\n and approve or recommend to the Board for approval the compensation for our executive officers, including the chief executive officer;

	●	review,\n approve and administer the employee benefit and equity incentive plans;

	●	advise\n the Board on stockholder proposals related to executive compensation matters;

	●	establish\n and review the compensation plans and programs of our employees, and ensure that they are consistent with our general compensation\n strategy;

	●	oversee\n the management of risks relating to executive compensation plans and arrangements;

	●	monitor\n compliance with any stock ownership guidelines;

	●	approve\n the creation or revision of any clawback policy;

	●	review\n and approve or recommend to the Board for approval non-employee director compensation; and

	●	review\n executive compensation disclosure in our SEC filings and prepare the Compensation Committee report required to be included in our\n annual proxy statement.

The\nCompensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing\nstandards of Nasdaq.

Governance\nCommittee

Our\nGovernance Committee consists of Eric Jackson, Bill Koutsouras and Benjamin Buchanan. Benjamin Buchanan serves as the chair of the Governance\nCommittee. The Board determined that each of the members of the Governance Committee satisfies the independence requirements of Nasdaq.

Our\nGovernance Committee does the following, among other things:

	●	review,\n assess and make recommendations to the Board regarding desired qualifications, expertise and characteristics sought of members of\n the Board;

	●	identify,\n evaluate, select or make recommendations to the Board regarding nominees for election to the Board;

	●	develop\n policies and procedures for considering stockholder nominees for election to the Board;

	●	review\n our succession planning process for our chief executive officer and any other members of our executive management team;

	●	review\n and make recommendations to the Board regarding the composition, organization and governance the Board and its committees;

	●	review\n and make recommendations to the Board regarding the corporate governance guidelines and corporate governance framework;

	●	oversee\n director orientation for new directors and continuing education for our directors;

	●	oversee\n our environmental, social and governance programs and related disclosures and communications;

	●	oversee\n the evaluation of the performance of the Board and its committees; and

	●	administer\n policies and procedures for communications with the non-management members of the Board.

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The\nGovernance Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing\nstandards of Nasdaq.

Treasury\nCommittee

The\nTreasury Committee is comprised of Bill Koutsouras, Anthony Pompliano and Eric Jackson, and Gary Quin serves as chair of the Treasury\nCommittee.

Our\nTreasury Committee does the following, among other things:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	oversees\n the Company’s compliance with the Treasury Reserve Assets and Investment Policy as the Board-designated committee, providing\n governance over designated officers’ management of treasury reserve assets;

	●	reviews\n and grants prior written approval for transactions between approved custodians, including the ability to condition approvals and\n withdraw them prior to execution if material changes occur;

	●	approves\n the initial list of approved providers and must approve entry into, termination of, and material amendments to agreements with such\n providers; changes to the provider list require its approval following consultation by designated officers with legal, finance, and\n tax advisors;

	●	sets\n maximum and minimum percentage thresholds for categories of treasury reserve assets (fiat assets, BTC, BTC-linked instruments, and\n non-core Assets) to manage concentration risk and align with strategic objectives;

	●	reviews\n the working capital threshold at least semi-annually, including liquidity stress-testing under adverse market or operational conditions,\n with results documented and reported to the Board;

	●	reviews\n treasury reserve asset allocations at least quarterly based on fair-value accounting and may authorize rebalancing to restore the\n desired risk profile when holdings deviate materially from targets; and

	●	reviews\n insurance coverage for treasury reserve assets, including provider-provided insurance and corporate cyber liability policies, with\n annual reassessment of coverage limits.

Compensation\nCommittee Interlocks and Insider Participation

None\nof the members of our Compensation Committee have ever been an executive officer or employee of the Company. None of our executive officers\ncurrently serve, or has served during the last completed fiscal year, on the Compensation Committee or board of directors of any other\nentity that has one or more executive officers that will serve as a member of the Board or our Compensation Committee.

Limitation\non Liability and Indemnification of Our Directors and Officers

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	for\n any transaction from which the director or officer derives an improper personal benefit;

	●	for\n any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

	●	for\n any unlawful payment of dividends or redemption of shares by directors; or

	●	for\n any breach of a director’s or officer’s duty of loyalty to the corporation or its stockholders.

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If\nthe DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of officers and directors, then\nthe liability of our officers and directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Our\nBylaws require us to indemnify and advance expenses, to the fullest extent permitted by applicable law, to our directors, officers and\nagents. We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured\nagainst liability for actions taken in their capacities as directors and officers. Finally, our Charter will prohibit any retroactive\nchanges to the rights or protections or increasing the liability of any officer or director in effect at the time of the alleged occurrence\nof any act or omission to act giving rise to liability or indemnification.

In\naddition, we entered into separate indemnification agreements with our directors and executive officers. These agreements, among other\nthings, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments,\nfines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as\none of our directors or executive officers or any other company or enterprise to which the person provides services at our request.

We\nbelieve these provisions in our Charter and Bylaws are necessary to attract and retain qualified persons as directors and officers.

Code\nof Business Conduct and Ethics for Employees, Executive Officers and Directors

The\nBoard adopted a Code of Conduct, applicable to all of our employees, executive officers and directors. The Code of Conduct is available\non our website at https://www.silvia.com/. Information contained on or accessible through our website is not a part of this prospectus,\nand the inclusion of our website address in this prospectus is an inactive textual reference only. The Governance Committee is responsible\nfor overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors.\nWe expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.

Director\nCompensation

In\nconsideration for their service on the Board, each director receives a director fee equal to $100,000, payable in quarterly installments,\nin accordance with our standard director payment practices and procedures as in effect from time to time. The Board periodically reviews\ndirector compensation periodically to ensure that director compensation remains competitive such that we are able to recruit and retain\nqualified directors.

In\naddition, each director will be eligible to receive an annual grant of restricted stock units (“RSUs”). The number\nof RSUs under the annual grant will be determined by dividing $166,667 by the closing trading price of Common Stock on the date of grant.\nThe RSUs are subject to performance-based vesting upon satisfaction of certain specified Common Stock prices.

Our\npolicy is to reimburse directors for reasonable and necessary out-of-pocket business expenses incurred in connection with attending board\nand committee meetings or performing other services in their capacities as directors, and we intend to grant equity awards to directors.

Clawback\nPolicy

Our\nBoard adopted a clawback policy (the “Clawback Policy”) designed to comply with Section 10D of the Exchange Act, the\nrules promulgated thereunder, and the listing standards of Nasdaq. The Clawback Policy is available on our website at https://www.silvia.com/.\nThe Clawback Policy provides for the recoupment of certain executive compensation in the event that we are required to prepare an accounting\nrestatement of our financial statements due to material noncompliance with any financial reporting requirement under the federal securities\nlaws. The Compensation Committee administers the Clawback Policy, and any determinations made by our Compensation Committee will be final\nand binding on all affected individuals. The Clawback Policy applies to our current and former executive officers (as determined by the\nCompensation Committee in accordance with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards\nof Nasdaq) and such other senior executives or employees who may from time to time be deemed subject to the Clawback Policy by the Compensation\nCommittee.

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EXECUTIVE\nAND DIRECTOR COMPENSATION

Explanatory\nNote

We\nare currently considered an “emerging growth company” within the meaning of the Securities Act for purposes of the SEC’s\nexecutive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table and an Outstanding Equity\nAwards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal\nyear. Further, our reporting obligations extend to the individuals identified as named executive officers (“NEOs”) in the\nSummary Compensation Table below.

The\nCompany was formed in 2025 and, therefore, did not have executive compensation for the year ended December 31, 2024.

Summary\nCompensation Table

The\nfollowing table shows the compensation paid by us during the 2025 fiscal year to our named executive officers.

Name and principal position	Year	Salary \n ($)		Bonus \n ($)		Stock Awards \n ($)	Option Awards \n ($)	Non-Equity Incentive Plan Compensation \n ($)		Nonqualified Deferred Compensation Earnings \n ($)		All Other Compensation \n ($)	Total \n ($)
Anthony Pompliano, CEO⁽¹⁾	2025		-		-		-		-		-		-	-	-

Renae Cormier, CFO⁽²⁾	2025		58,333		25,000		-		-		-		-	-	83,333

Megan Pacchia, COO⁽³⁾	2025		236,364		600,000		-		-		-		-	-	836,364

Jeffrey Park, CIO⁽⁴⁾	2025		289,015		300,000		-		-		-		-	3,603	592,618

(1)\nMr. Pompliano was appointed CEO of Legacy ProCap on October 17, 2025 and was paid less than $1.

(2)\nMs. Cormier was appointed CFO of Silvia on December 1, 2025.

(3)\nMs. Pacchia was appointed COO of Legacy ProCap on August 25, 2025.

(4)\nMr. Park was appointed as the CIO of Legacy ProCap on July 25, 2025. Mr. Park resigned as CIO of Silvia on April 3, 2026. Actual cash\nbonus paid was $106,667. The amount included in “All Other Compensation” includes $3,603 in health insurance premiums paid\non behalf of Mr. Park.

The\nCompany has health insurance benefits for our employees, including our executive officers. The Company does not have pension, annuity,\nprofit sharing or similar benefit plans at this time, but the Company may decide to enact such plans in the future.

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Narrative\nDisclosure to Summary Compensation Table

Base\nSalary

The\nbase salary for Mesdames Cormier and Pacchia was $700,000 per year and $800,000 per year, respectively, and for Messrs. Pompliano and\nPark was $1 per year and $700,000 per year, respectively.

Annual\nBonuses

Each\nof Ms. Cormier and Mr. Park are eligible for an annual bonus opportunity with a target amount equal to $300,000, subject to approval\nof the Compensation Committee in its sole discretion. Ms. Pacchia is eligible for an annual cash retention bonus opportunity equal to\n$600,000.

Equity\nCompensation Awards

No\nequity awards were granted to our named executive officers during the fiscal year ended December 31, 2025. As of December 31, 2025, there\nwere 8,220,000 restricted stock units outstanding under the Incentive Plan. For a description of the awards outstanding under the Incentive\nPlan, and of award activity under the Incentive Plan following December 31, 2025, see “—Incentive Plan and Equity Awards”\nbelow.

Employment\nAgreements. We have entered into employment agreements with our Chief Executive Officer, Chief Financial Officer, Chief Operating\nOfficer, Chief Legal Officer and Chief Technology Officer, and we previously entered into an employment agreement with our former Chief\nInvestment Officer.

Employment\nAgreement with Mr. Pompliano. On October 17, 2025, Legacy ProCap entered into an employment agreement with Mr. Pompliano setting\nforth the terms and conditions of his employment with us. The employment agreement provides for Mr. Pompliano to serve as our Chief Executive\nOfficer. Under the terms of his employment agreement, Mr. Pompliano’s initial base salary is $1, subject to review and adjustment\nfrom time to time. Mr. Pompliano is also eligible to receive a grant of 8,000,000 time-based and performance-based restricted stock units,\nwhich vest upon the achievement of certain share price vesting conditions, subject to approval by the Board (or its compensation committee),\nvesting conditions established by the Board (or its compensation committee) and other conditions.

Employment\nAgreement with Ms. Cormier. On October 15, 2025, Legacy ProCap entered into an employment agreement with Ms. Cormier setting\nforth the terms and conditions of her employment with us. The employment agreement provides for Ms. Cormier to serve as our Chief Financial\nOfficer commencing December 1, 2025. Under the terms of her employment agreement, Ms. Cormier’s initial base salary is $700,000,\nsubject to review and adjustment from time to time. Ms. Cormier is also eligible for an annual bonus opportunity with a target amount\nequal to $300,000, prorated for the initial year of employment, subject to approval of the Compensation Committee in its sole discretion,\nand annual grants of time-based and/or performance-based restricted stock units with a grant date fair value equal to $1,650,000, subject\nto approval by the Board (or its compensation committee), vesting conditions established by the Board (or its compensation committee)\nand other conditions.

Employment\nAgreement with Ms. Pacchia. On August 25, 2025, Legacy ProCap entered into an employment agreement with Ms. Pacchia setting forth\nthe terms and conditions of her employment with us. The employment agreement provides for Ms. Pacchia to serve as our Chief Operating\nOfficer. Under the terms of her employment agreement, Ms. Pacchia’s initial base salary is $800,000, subject to review and adjustment\nfrom time to time. Ms. Pacchia is also eligible for an annual cash retention bonus opportunity equal to $600,000, and annual grants of\n220,000 time-based restricted stock units, for four years, subject to vesting conditions and other conditions.

Employment\nAgreement with Mr. Park. On July 25, 2025, Legacy ProCap entered into an employment agreement with Mr. Park setting forth the\nterms and conditions of his employment with us. The employment agreement provides for Mr. Park to serve as our Chief Investment Officer.\nUnder the terms of his employment agreement, Mr. Park’s initial base salary is $700,000, subject to review and adjustment from\ntime to time. Mr. Park is also eligible for an annual bonus opportunity with a target amount equal to $300,000, subject to approval of\nthe Compensation Committee in its sole discretion, and annual grants of time-based and/or performance-based restricted stock units in\nan amount equal to 400,000 restricted stock units, for four years, subject to approval by the Board (or its compensation committee),\nvesting conditions established by the Board (or its compensation committee) and other conditions. Mr. Park resigned as our Chief Investment\nOfficer effective April 3, 2026.

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Severance

The\nemployment agreement for Mr. Pompliano provides that in the event he terminates his employment for “good reason” or we terminate\nhis employment without “cause” (in each case defined in his employment agreement), he is entitled to receive the following\nbenefits, in addition to any accrued obligations and subject to his execution of a general release of claims in our favor and obligations\nregarding solicitation, return of property, and restrictive covenants, non-solicitation of customers, non-solicitation of employees,\nnon-disparagement and the expiration of any applicable expiration period with respect to the release: (i) any base salary earned through\nthe date of termination; (ii) unpaid expense reimbursement in accordance with our policy; (iii) unused vacation and sick leave that accrued\nthrough the date of termination in accordance with our policy; and (iv) a $10,000,000 cash payment. The amounts payable will be paid\nout in substantially equal installments in accordance with our payroll practice commencing on the first regularly scheduled payroll date\nfollowing the effective date of the release.

The\nemployment agreement for Ms. Cormier provides that in the event she terminates her employment for “good reason” or we terminate\nher employment without “cause” (in each case defined in her employment agreement), she is entitled to receive the following\nbenefits, in addition to any accrued obligations and subject to her execution of a general release of claims in our favor and obligations\nregarding solicitation, return of property, restrictive covenants, non-solicitation of customers, non-solicitation of employees, non-disparagement\nand the expiration of any applicable expiration period with respect to the release: (i) any base salary earned through the date of termination;\n(ii) unpaid expense reimbursement in accordance with our policy; (iii) unused vacation and sick leave that accrued through the date of\ntermination in accordance with our policy; (iv) six months of base salary; and (v) continued time-vesting of any unvested restricted\nstock units for six months following the date of termination (provided that, for any performance-based awards, any applicable performance\nmetrics are satisfied). The amounts payable will be paid out in substantially equal installments in accordance with our payroll practice\ncommencing on the first regularly scheduled payroll date following the effective date of the release.

The\nemployment agreement for Mr. Park provides that in the event he terminates his employment for “good reason” or we terminate\nhis employment without “cause” (in each case defined in his employment agreement), he is entitled to receive the following\nbenefits, in addition to any accrued obligations and subject to his execution of a general release of claims in our favor and obligations\nregarding solicitation, return of property, restrictive covenants, non-solicitation of customers, non-solicitation of employees, non-disparagement\nand the expiration of any applicable expiration period with respect to the release: (i) any base salary earned through the date of termination;\n(ii) unpaid expense reimbursement in accordance with our policy; (iii) unused vacation and sick leave that accrued through the date of\ntermination in accordance with our policy; (iv) six months of base salary; (v) continued time-vesting of any unvested restricted stock\nunits for six months following the date of termination; provided, however, that if he terminates for “good reason” or is\nterminated by us for “cause” within six months following a change in control (in each case defined in his employment agreement),\nall unvested time-based restricted stock units accelerate and vest in full; and (vi) COBRA continuation coverage costs for up to six\nmonths, subject to conditions. The amounts payable will be paid out in substantially equal installments in accordance with our payroll\npractice commencing on the first regularly scheduled payroll date following the effective date of the release. For a description of the\nseparation agreement we entered into with Mr. Park in connection with his resignation, see “—Separation Agreement with Mr.\nPark” above.

The\nemployment agreement for Ms. Pacchia provides that in the event she terminates her employment for “good reason” or we terminate\nher employment without “cause” (in each case defined in her employment agreement), she is entitled to receive the following\nbenefits, in addition to any accrued obligations and subject to her execution of a general release of claims in our favor and obligations\nregarding solicitation, return of property, and restrictive covenants, non-solicitation of customers, non-solicitation of employees,\nnon-disparagement and the expiration of any applicable expiration period with respect to the release:

(A)\nduring the one-year period from her September 15, 2025 start date until the first anniversary thereof (the “Initial Term”),\n(i) base salary continuation for the greater of the six (6) month period following the date of termination or the number of months remaining\nin the Initial Term (the greater of such periods, the “Tail Period”); (ii) continued eligibility for an annual cash retention\nbonus and a pro-rated portion of the annual cash retention bonus for a period of time equal to the Tail Period; (iii) continued time-vesting\nof any unvested restricted stock units for a period of time equal to the Tail Period; (iv) any base salary earned through the date of\ntermination; (v) unpaid expense reimbursement in accordance with our policy; and (vi) unused vacation and sick leave that accrued through\nthe date of termination in accordance with our policy. The amounts payable will be paid out in substantially equal installments in accordance\nwith our payroll practice commencing on the first regularly scheduled payroll date following the effective date of the release; or

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(B)\nafter the Initial Term, (i) any base salary earned through the date of termination; (ii) unpaid expense reimbursement in accordance with\nour policy; (iii) unused vacation and sick leave that accrued through the date of termination in accordance with our policy; (iv) six\nmonths of base salary; and (v) continued time-vesting of any unvested restricted stock units for six months following the date of termination.\nThe amounts payable will be paid out in substantially equal installments in accordance with our payroll practice commencing on the first\nregularly scheduled payroll date following the effective date of the release.

In\nthe event the executive voluntarily resigns other than for “good reason” or the executive’s employment is terminated\nby us for “cause,” such executive will be entitled to (i) any base salary earned through the date of termination; (ii) unpaid\nexpense reimbursement in accordance with our policy; and (iii) unused vacation and sick leave that accrued through the date of termination\nin accordance with our policy.

Each\nexecutive’s employment agreement defines “cause” to mean the occurrence of any one or more of the following subject\nto certain notice and cure rights: (i) willful misconduct, gross negligence, or material failure to perform the duties and responsibilities\nof his position; (ii) violation of any policy(ies); (iii) commission of, or participation in, any act of fraud, dishonesty, embezzlement,\nmisappropriation, or other act of material misconduct with respect to the Company; (iv) indictment for, conviction of, or plea of guilty\nor nolo contender to a felony or any crime involving moral turpitude, dishonesty, or theft; (v) material breach of his employment agreement\nor any other written agreement with the Company or breach of any fiduciary duty owed to the Company; or (vi) unauthorized use or disclosure\nof any confidential or proprietary information of the Company.

Mr.\nPompliano’s employment agreement defines “good reason” to mean the occurrence of any one or more of the following without\nhis consent and subject to certain notice and cure rights: (i) a material diminution in authority, duties or responsibilities (other\nthan during a suspension or investigation of grounds that may constitute cause); or (ii) a required relocation of his primary work location\nto a facility or location that would increase his one way commute distance by more than twenty five miles.

Mr.\nPark’s and Ms. Cormier’s employment agreements define “good reason” to mean the occurrence of any one or more\nof the following subject to certain notice and cure rights: (i) a material diminution in their base salary; (ii) a material diminution\nin their authority, duties, or responsibilities; or (iii) a required relocation of their primary work location to a facility or location\nthat would increase their one way commute distance by more than twenty five miles.

Ms.\nPacchia’s employment agreement defines “good reason” to mean the occurrence of any one or more of the following without\nher consent: (i) a material reduction in base salary by more than ten percent (10%); (ii) a material diminution in job title; or (iii)\na material change in the geographic location of her work facility or location that is requested or initiated by us.

Mr.\nPark’s employment agreement defines “change in control” to mean and include each of the following: (i) a transaction\nor series of transactions (other than an offering of common stock to the general public) whereby any person or related group of persons\n(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or indirectly acquires beneficial ownership of securities\nof Silvia possessing more than fifty percent (50%) of the total combined voting power of Silvia’s securities outstanding immediately\nafter such acquisition (except for certain acquisitions that are expressly excluded); (ii) the incumbent directors cease for any reason\nto constitute a majority of the Board; (iii) the consummation by Silvia (whether directly or indirectly) of (x) a merger, consolidation,\nreorganization, or business combination, (y) a sale or other disposition of all or substantially all of Silvia’s assets in any\nsingle transaction or series of related transactions, or (z) the acquisition of assets or stock of another entity, in each case other\nthan certain transactions that are expressly excluded; or (iv) the date which is ten (10) business days prior to the completion of a\nliquidation or dissolution of Silvia.

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Outstanding\nEquity Awards at Fiscal Year End

The\nfollowing table sets forth the outstanding equity awards for our named executive officers as of the fiscal year ended December 31, 2025.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name and Principal Position

Grant Date⁽¹⁾

Number of Securities Underlying Unexercised RSUs (#) Exercisable

Number of Securities Underlying Unexercised RSUs (#) Unexercisable

Expiration Date

Anthony Pompliano, CEO

Renae Cormier, CFO

Megan Pacchia, COO

Jeffrey Park, CIO⁽²⁾

(1)\nNo equity awards have been granted to our named executive officers as of December 31, 2025.

(2)\nMr. Park’s employment agreement provides for enhanced severance (all unvested time-based restricted stock units accelerate and\nvest in full) if he terminates for “good reason” or we terminate his employment for “cause” within six months\nfollowing a “change in control” (in each case defined in his employment agreement), which is summarized above.

Non-Executive\nDirector Compensation

Our\ndirectors play a critical role in guiding our strategic direction and overseeing the management of our Company. Ongoing developments\nin corporate governance and financial reporting have resulted in an increased demand for such highly qualified and productive public\ncompany directors. The many responsibilities and risks and the substantial time commitment of being a director of a public company require\nthat we provide adequate incentives for our directors’ continued performance by paying compensation for their services. Our director\ncompensation is overseen by the Compensation Committee, which makes recommendations to our Board on the appropriate structure for our\ndirector compensation program and the appropriate amount of compensation. Our Board is responsible for final approval of our director\ncompensation program and the compensation paid to our directors.

The\nBoard adopted a director compensation program under which each non-employee director is eligible to receive (i) an annual fee of $100,000,\npaid quarterly in accordance with our standard director payment practices and procedure; and (ii) annual performance-based restricted\nstock units with a grant date fair value equal to $166,667 that vest subject to the achievement of certain share price vesting conditions\nand continuous service.

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Director\nCompensation Table

The\nfollowing table sets forth the compensation earned and paid to each member of our Board for service as a director during the fiscal year\nending 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾			Option Awards ($)		All Other Compensation ($)	Total \n ($)
Bill Koutsouras	$	7,337		$	-		$	-	$	-	$	7,337
Gary Quin	$	7,337		$	-		$	-	$	-	$	7,337
Eric Jackson	$	7,337		$	-		$	-	$	-	$	7,337

(1)\nNo performance-based equity awards have been granted to our Board directors as of December 31, 2025.

Annual\nCash Fees

Our\ndirectors are entitled to annual fees equal to $100,000 for serving on the board.

Reimbursement.

Our\ndirectors are entitled to reimbursement for their reasonable travel and lodging expenses for attending Board and Board committee meetings.

Incentive\nPlan and Equity Awards. On October 29, 2025, prior to the Closing of the Business Combination, the Board adopted, and our stockholders\napproved, the Company’s 2025 Equity Incentive Plan (the “Incentive Plan”), a long-term stock incentive plan for selected\nparticipants under which we may grant options and stock appreciation rights, performance stock, performance stock units, restricted stock\nand restricted stock units to employees, consultants and non-employee directors. We granted equity awards under the Incentive Plan to\nour executive officers in accordance with the terms of their respective employment agreements and the Incentive Plan. In addition, we\nawarded members of our Board equity awards under the Incentive Plan.

As\noriginally adopted, the aggregate number of shares of Common Stock that may be issued or transferred under the Incentive Plan is equal\nto the sum of (i) 10% of the shares of Common Stock outstanding following the Closing of the Business Combination and (ii) an annual\nincrease 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\nof Common Stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as is determined\nby the Board or the Compensation Committee.

At\nour annual meeting of stockholders held on March 27, 2026, our stockholders approved an amendment to the Incentive Plan increasing the\nnumber of shares of Common Stock authorized for issuance thereunder, in order to enable us to continue to grant equity compensation awards\nto current and future employees in accordance with our compensation practices. Following that approval, the aggregate share reserve under\nthe Incentive Plan is 24,733,020 shares of Common Stock.

The\noffer and sale of the shares of Common Stock issuable under the Incentive Plan have been registered on registration statements on Form\nS-8. We registered the offer and sale of 12,733,020 shares of Common Stock on a registration statement on Form S-8 (File No. 333-293165)\nfiled with the SEC on February 3, 2026 and, following stockholder approval of the amendment to the Incentive Plan, the offer and sale\nof an additional 12,000,000 shares of Common Stock on a registration statement on Form S-8 filed with the SEC on May 18, 2026. The shares\nof Common Stock covered by those registration statements on Form S-8 are separate from, and are not included in, the shares of Common\nStock offered by the Selling Securityholders or the shares of Common Stock issuable upon exercise of the Warrants covered by this prospectus,\nand no shares of Common Stock issuable under the Incentive Plan are covered by the registration statement of which this prospectus forms\na part.

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As\nof December 31, 2025, there were 8,220,000 restricted stock units outstanding under the Incentive Plan. During the six months ended June\n30, 2026, we granted an aggregate of 3,353,832 time-based restricted stock units under the Incentive Plan to certain employees and service\nproviders, with an aggregate grant-date fair value of $7.7 million and a weighted average grant-date fair value of $2.27 per share, and\n1,454,365 time-based restricted stock units vested. As of June 30, 2026, 1,917,980 time-based restricted stock units were unvested and\noutstanding under the Incentive Plan, and unrecognized compensation cost related to those awards was $3.5 million, which is expected\nto be recognized over a weighted average remaining period of 1.2 years. In addition, in connection with the CFO Silvia Acquisition we\ngranted Mr. Noor the right to receive up to 4,356,450 shares of Common Stock, subject both to his continued service and to a market condition\nrequiring our Common Stock to achieve a trading price of $9.00 per share and, as of June 30, 2026, 12,356,450 market-based restricted\nstock units were unvested and outstanding, the market condition had not been satisfied and no shares subject to that award had vested.\nFor the three and six months ended June 30, 2026, we recognized share-based compensation expense of approximately $2.0 million and $4.2\nmillion, respectively, in respect of time-based restricted stock units and approximately $1.7 million and $3.1 million, respectively,\nin respect of market-based restricted stock units.

Equity\nAward Grant Policies and Practices

In\naccordance with Item 402(x) of Regulation S-K, our policy on a go-forward basis will be to grant equity awards, including stock options\nand stock appreciation rights, at times that are not proximate to the release of material nonpublic information. The Compensation Committee\nintends to schedule meetings to approve equity awards in advance and without regard to the timing of the release of earnings or other\nmaterial nonpublic information. We do not intend to time the granting of equity awards to take advantage of any material nonpublic information.

If\nequity awards ultimately are granted at a time when we are in possession of material nonpublic information, such awards will only be\nmade after careful consideration is given by the Compensation Committee, and the good-faith rationale and legitimate business reasons\nfor the timing of making the award are documented in the Compensation Committee’s minutes. We do not intend to have a practice\nof coordinating the timing of equity award grants with the release of material nonpublic information, and any such coincidence would\nbe incidental.

The\nexercise price of all stock options and stock appreciation rights shall be set at the closing price of our Common Stock on the date of\ngrant, which is the date the Compensation Committee approves the award. We do not and will not have a policy or practice of retroactively\nselecting grant dates or of granting equity awards with exercise prices that are based on a date other than the actual grant date.

Indemnification

Silvia\nshall indemnify any and all of its directors, officers, former directors, former officers and any person who may have served at its request\nas a director or officer of another company in which it owns shares or of which it is a creditor, who were or are made a party or are\nthreatened to be made a party to or are involved in, any threatened, pending or completed action, suit or proceeding, whether civil,\ncriminal, administrative, arbitrative or investigative (each a “Proceeding”), or any appeal in such a Proceeding or any inquiry\nor investigation that could lead to such a Proceeding, against any and all liabilities, damages, reasonable and documented expenses (including\nreasonably incurred and substantiated attorneys’ fees), financial effects of judgments, fines, penalties (including excise and\nsimilar taxes and punitive damages) and amounts paid in settlement in connection with such Proceeding by any of them. Such indemnification\nshall not be deemed exclusive of any other rights to which those indemnified may be entitled otherwise.

To\nthe extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling\nour Company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against\npublic policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities\n(other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our Company in the successful\ndefense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the\nsecurities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit\nto a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities\nAct and will be governed by the final adjudication of that issue.

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CERTAIN\nRELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies\nand Procedures for Related Party Transactions

Under\nItem 404 of SEC Regulation S-K, a related person transaction is any actual or proposed transaction, arrangement or relationship or series\nof similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business,\nto which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount\ninvolved exceeded or exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal\nyears and in which any of our directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of\nour voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material\ninterest.

We\nrecognize that transactions between us and any of our directors or executives or with a third party in which one of our officers, directors\nor significant stockholders has an interest can present potential or actual conflicts of interest and create the appearance that our\ndecisions are based on considerations other than the best interests of our Company and stockholders.

The\naudit committee of the Board is charged with responsibility for reviewing, approving and overseeing any transaction between the Company\nand any related person (as defined in Item 404 of Regulation S-K), including the propriety and ethical implications of any such transactions,\nas reported or disclosed to the audit committee by the independent auditors, employees, officers, members of the Board or otherwise,\nand to determine whether the terms of the transaction are not less favorable to us than could be obtained from an unaffiliated party.

From\ntime to time, we engage in transactions with related parties. The following is a summary of the related party transactions since January\n1, 2024 requiring disclosure pursuant to Item 404 of Regulation S-K.

The\nBusiness Combination

On\nDecember 5, 2025, we completed the Business Combination, pursuant to which SPAC Merger Sub merged with and into CCCM, with CCCM continuing\nas the surviving entity, and Company Merger Sub merged with and into Legacy ProCap, with Legacy ProCap continuing as the surviving company;\nas a result, CCCM and Legacy ProCap became our wholly-owned subsidiaries and we became a publicly traded company. At the Closing, Professional\nCapital Management and Jeffrey Park received 10,562,500 and 500,000 shares of Common Stock, respectively, in exchange for their respective\nequity interests in Legacy ProCap.

Non-Competition\nand Non-Solicitation Agreement

On\nJune 23, 2025, Anthony Pompliano entered into with CCCM, Legacy ProCap, and us a non-competition and non-solicitation agreement (the\n“Non-Competition Agreement”), pursuant to which, until the earlier of (i) the date that is eighteen (18) months following\nthe date of the Closing and (ii) the date that is six (6) months after such date on which Mr. Pompliano ceases to be a Control Person\nof Legacy ProCap or the Company, Mr. Pompliano will not, directly or indirectly, become a Control Person of a public company with a primary\nportion of its business comprised of pursuing a Bitcoin treasury strategy program. For purposes of the Non-Competition Agreement, “Control\nPerson” shall mean (x) the chairman of a board of directors, chief executive officer or president, or (y) the owner of such equity\ninterests or right to acquire equity interests of a person which entitles the holder thereof to the ability to manage or control such\nperson.

Subscription\nAgreement with Mr. Anthony Pompliano

Pursuant\nto a subscription agreement, dated June 17, 2025, by and between Mr. Pompliano and the Company, Mr. Pompliano subscribed to purchase\none share of our Common Stock for $0.001.

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Amended\nand Restated Registration Rights Agreement

Concurrently\nwith the Closing, we, CCCM’s sponsor (the “Sponsor”), CCCM, and the holders of common units entered into an\namended and restated registration rights agreement, which added us as a party and covers the resale of the shares of our Common Stock\nheld by Sponsor, Professional Capital Management, and certain ProCap Holders (the “Amended and Restated Registration Rights\nAgreement”), and which amends and restates the Registration Rights Agreement, dated as of May 15, 2025, by and among CCCM,\nthe Sponsor and the underwriters in the CCCM initial public offering (the “Founder Registration Rights Agreement”),\nto, among other matters, have us assume the obligations of CCCM under the Founder Registration Rights Agreement and to provide the ProCap\nHolders party thereto with registration rights thereunder covering, among other securities, the shares of our Common Stock, which Amended\nand Restated Registration Rights Agreement will become effective as of the Closing.

Investment\nConsulting and Marketing Services Agreement

On\nJune 23, 2025, Professional Capital Management and Legacy ProCap entered into the Services Agreement. Pursuant to the Services Agreement,\nProfessional Capital Management will provide certain investment consulting, marketing and advertising services pursuant to the statements\nof work. In consideration for such services, Legacy ProCap issued to Professional Capital Management 10,000,000 common units of Legacy\nProCap, which subsequently transferred 500,000 common units to Jeffrey Park. The Services Agreement has a term of four (4) years following\nthe effective date and will automatically renew for a subsequent one (1) year term, unless either party gives the other party at least\nsixty (60) days’ prior written notice of non-renewal or otherwise terminates the Services Agreement or any statement of work as\nset forth therein. The 10,000,000 common units issued under the Services Agreement were exchanged for an aggregate of 10,000,000 shares\nof our Common Stock at the Closing.

Insider\nLetter Amendment

Concurrently\nwith the Closing, each of Legacy ProCap, CCCM, us and the directors and officers of CCCM named therein (the “Insiders”) executed\nand delivered an amendment (the “Insider Letter Amendment”) to the insider letter agreement between CCCM and the Insiders\n(the “Insider Letter”), pursuant to which, among other matters, effective as of the Closing, we assumed and were assigned\nthe rights and obligations of CCCM under the Insider Letter. Pursuant to the Insider Letter, the Insiders agreed, among other things,\nto a lock-up and restrictions on their ability to transfer, assign, or sell the founder shares and private placement units and the securities\nunderlying the private placement units.

Sublease\nwith Professional Capital Management

On\nOctober 1, 2025, we entered into a commercial sublease agreement with Professional Capital Management, pursuant to which we occupy office\nspace on a month-to-month basis beginning October 1, 2025, terminable upon 60 days’ notice from either party to the other party,\nat a monthly rent of $19,600. For the period from June 17, 2025 (inception) through December 31, 2025, we recorded $58,800 of rent expense\nunder the sublease.

Acquisition\nof CFO Silvia, Inc.

On\nFebruary 9, 2026, we entered into an Agreement and Plan of Merger with Silvia Merger Sub, Inc., our wholly owned subsidiary, CFO Silvia,\nInc., Professional Capital Management, Shain Noor and Mr. Noor, solely in his capacity as the stockholder representative. Professional\nCapital Management was a majority holder of CFO Silvia, Inc., and Anthony Pompliano, our Chief Executive Officer, is the Chief Executive\nOfficer of Professional Capital Management. At our annual meeting of stockholders held on March 27, 2026, our stockholders approved,\nfor purposes of Nasdaq Listing Rule 5635, the issuance of shares of Common Stock pursuant to that merger agreement, and we completed\nthe acquisition on April 6, 2026. As a seller under that merger agreement, Professional Capital Management received a portion of the\nshares of Common Stock issued at the closing and of the shares of Common Stock deposited into escrow, and is entitled to a portion of\nthe shares of Common Stock issuable as earnout consideration if the applicable trading price condition is satisfied. Prior to the acquisition,\nInflection Points Inc. was the majority owner of CFO Silvia, Inc. and, as a selling stockholder in the acquisition, it received $14.0\nmillion of the total acquisition consideration, consisting of $8.1 million of closing equity consideration and $5.9 million of contingent\nearnout consideration. The contingent earnout shares underlying that consideration are issuable upon the achievement of specified market-based\nconditions, including our Common Stock reaching a trading price at or above $9.00 per share. In addition, CFO Silvia, Inc. was party\nto two promissory notes payable to Inflection Points Inc., with an aggregate outstanding principal balance of $2.4 million as of the\nacquisition date. In connection with the acquisition, cash consideration of $1.4 million was used to repay one of those notes, and the\nremaining $1.0 million note was assumed by us and repaid following the acquisition. No amounts remained outstanding under those notes\nas of June 30, 2026. In connection with the closing, Professional Capital Management entered into a lock-up agreement with us and became\na party to the registration rights agreement covering the resale of those shares. The offer and sale of the closing shares and the escrow\nshares were not registered under the Securities Act and were made in reliance on Section 4(a)(2) of the Securities Act, and none of those\nshares are offered by this prospectus. For a description of the merger consideration, see “Prospectus Summary—Recent Developments.”

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Employment\nAgreement with Mr. Noor

In\nconnection with the closing of our acquisition of CFO Silvia, Inc., we entered into an employment agreement with Shain Noor, effective\nas of April 6, 2026, pursuant to which Mr. Noor serves as our Chief Technology Officer, reporting to our Chief Executive Officer. The\nagreement provides for an annual base salary of $700,000, a one-time cash signing bonus of $5,000,000 payable within 90 days following\nhis start date and subject to his continued employment through the payment date, and a target annual performance-based cash bonus of\n$300,000, subject to approval by the Compensation Committee. Mr. Noor is also eligible to receive annual restricted stock unit awards\nwith an aggregate grant date fair market value of $1,000,000, with the number of restricted stock units determined by dividing that amount\nby the fair market value of a share of Common Stock on the grant date, vesting in equal installments over four quarters and subject to\nhis continued employment. If we terminate Mr. Noor’s employment without cause, or if he resigns for good reason, he is entitled\nto six months of base salary continuation, six months of continued time-vesting of his equity awards and six months of COBRA premium\npayments, in each case subject to his execution of a release of claims. If any such termination or resignation occurs within six months\nfollowing a change in control, all of his unvested time-based equity awards will accelerate and vest in full. Mr. Noor’s employment\nis at will, subject to 60 days’ prior written notice in the event of his voluntary resignation.

Employment\nAgreement with Mr. Kyle Wood

On\nJuly 26, 2025, Legacy ProCap entered into an employment agreement with Kyle Wood setting forth the terms and conditions of his employment\nwith us. The employment agreement provides for Mr. Wood to serve as Legacy ProCap’s Chief Legal Officer and Secretary. Under the\nterms of his employment agreement, Mr. Wood’s initial base salary is $700,000, subject to review and adjustment from time to time.\nMr. Wood is also eligible for an annual bonus opportunity with a target amount equal to $300,000, subject to approval by the Compensation\nCommittee of the Board in its sole discretion, and annual grants of time-based and/or performance-based restricted stock units with a\ngrant date fair value equal to $1,650,000, subject to Board (or its Compensation Committee) approval, vesting conditions established\nby the Board (or its Compensation Committee) and other conditions. Mr. Wood is also eligible for a $15,000 relocation package and a housing\nsearch allowance of up to $25,000, subject to conditions. If we terminate Mr. Wood’s employment without cause, or if he resigns\nfor good reason, he is entitled to six months of base salary continuation, six months of continued time-vesting of his equity awards\nand up to six months of COBRA premium payments, in each case subject to his execution and non-revocation of a release of claims. If any\nsuch termination or resignation occurs within six months following a change in control, all of his unvested time-based equity awards\nwill accelerate and vest in full.

On\nOctober 1, 2025, Legacy ProCap entered into an amended and restated employment agreement with Mr. Wood, pursuant to which the restrictive\ncovenants included in Mr. Wood’s original employment agreement were removed.

Separation\nAgreement with Mr. Park

On\nMarch 30, 2026, Jeff Park notified us of his resignation as our Chief Investment Officer, effective April 3, 2026, and in connection\nwith his resignation Mr. Park resigned from all positions he held with us and our subsidiaries. We have not appointed a successor Chief\nInvestment Officer. We entered into a Separation Agreement and General Release with Mr. Park, dated April 3, 2026, pursuant to which\nMr. Park is entitled to receive continued payment of his base salary through May 8, 2026, continued vesting of his outstanding restricted\nstock unit awards granted under the Incentive Plan through the next equity grant date following May 8, 2026, occurring in August 2026,\nafter which all further vesting will cease and any unvested restricted stock units will be forfeited, and continued group health insurance\ncoverage for up to six months following April 3, 2026. We waived the non-competition covenant applicable to Mr. Park under his employment\nagreement, and his confidentiality, non-solicitation and non-disparagement obligations remain in full force and effect.

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PRINCIPAL\nSTOCKHOLDERS

The\nfollowing table sets forth beneficial ownership of our Common Stock as of September 30, 2026 (the “Ownership Date”),\nafter giving effect to the consummation of the Business Combination and actual redemptions from CCCM’s trust account by:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	each\n person who is known to be the beneficial owner of more than 5% of issued and outstanding Common Stock;

	●	each\n of the Company’s named executive officers and directors; and

	●	all\n current executive officers and directors of the Company as a group.

Beneficial\nownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security\nif he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently\nexercisable or exercisable within 60 days of the Ownership Date.

The\nbeneficial ownership of Common Stock is based on 81,006,290 shares of Common Stock outstanding as of the Ownership Date. Shares\nof Common Stock that a person has the right to acquire within 60 days of the Ownership Date are deemed outstanding for purposes of computing\nthe percentage ownership of that person, but are not deemed outstanding for purposes of computing the percentage ownership of any other\nperson.

This\ntable is based upon information supplied by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC.\nUnless otherwise indicated, the Company believes that all persons named in the table below have sole voting and investment power with\nrespect to the voting securities beneficially owned by them.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Common Stock
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned		Approximate Percentage of Class
Anthony Pompliano⁽²⁾⁽³⁾		14,647,594		18.1	%
Shain Noor⁽⁴⁾		3,842,425		4.7	%
Renae Cormier⁽⁵⁾		418,597		*
Megan Pacchia⁽⁶⁾		248,535		*
Kyle Wood⁽⁷⁾		317,232		*
Gary Quin⁽⁸⁾		700,000		*
Bill Koutsouras		-		-
Eric Jackson		-		-
Benjamin D. Buchanan⁽⁹⁾		8,361		*
All officers and directors as a group (9 individuals)⁽¹⁰⁾		20,182,744		24.9	%
Other 5% Shareholders
Inflection Points Inc, d/b/a Professional Capital Management⁽²⁾		14,349,594		17.7	%
Funds associated with Magnetar⁽¹¹⁾		7,251,900		9.0	%
Funds associated with LMR ⁽¹²⁾		4,925,503		6.1	%

\n \n \n \n \n \n \n

*	Less\n than 1%.
(1)	Unless\n otherwise noted, the business address of each of the following entities or individuals is 600 Lexington Avenue, Floor 2, New York,\n New York 10022.

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\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(2)	Includes\n (i) 9,500,000 shares of Common Stock received at Closing upon in exchange for an equal number of Common Units, (ii) 1,062,500 shares\n of Common Stock received at Closing in exchange for 850,000 Preferred Units and (iii) 3,787,094 shares of Common Stock received on\n April 6, 2026 in connection with the merger of a wholly owned subsidiary of the Company with and into CFO Silvia, Inc. (the “Silvia\n Merger”), held by Professional Capital Management. Anthony Pompliano is the Chief Executive Officer of Professional Capital\n Management. Accordingly, Mr. Pompliano shares voting and dispositive power over the shares of Common Stock held by Professional Capital\n Management, which are also included in the shares of Common Stock beneficially owned by Mr. Pompliano. Excludes 453,426 shares of\n Common Stock issued in connection with the Silvia Merger that are held in escrow and over which Professional Capital Management and\n Mr. Pompliano do not have voting or dispositive power, and any earnout shares that may be issued in connection with the Silvia Merger.\n Based on a Schedule 13D/A filed with the SEC on September 18, 2026 and, with respect to the shares received in the Silvia Merger,\n a Schedule 13D/A filed with the SEC on April 8, 2026.
(3)	Includes\n 298,000 shares of Common Stock held directly by Mr. Pompliano, of which 298,000 shares of Common Stock were purchased in open market\n transaction(s) by Mr. Pompliano. Based on a Schedule 13D/A filed with the SEC on September 18, 2026.
(4)	Includes\n 3,716,797 shares of Common Stock beneficially owned by Mr. Noor and 125,628 shares of restricted stock units that\n vest within 60 days. The amount shown excludes 435,644 shares of Common Stock issued into escrow in connection with the Silvia\n Merger.
(5)	Includes\n 261,155 shares of Common Stock beneficially owned by Ms. Cormier and 157,442 shares of restricted stock units that\n vest within 60 days.
(6)	Includes\n248,535 shares of Common Stock beneficially owned\nby Megan Pacchia.

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\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(7)	Represents\n317,232 shares of Common Stock beneficially owned\nby Kyle Wood.
(8)	Represents\n 700,000 shares of Common Stock received at Closing in exchange for equal number of shares of Class B common stock of CCCM (the “Class\n B Common Stock”) that Mr. Quin received upon conversion of an equal number of Class B Ordinary Shares of CCCM (the “Class\n B Ordinary Shares”) pursuant to the Domestication, because Mr. Quin received such Class B Ordinary Shares pursuant\n to the distribution of CCCM securities held by the Sponsor prior to the Domestication (the “Sponsor Distribution”).
(9)	Represents\n 8,361 shares of Common Stock beneficially owned by Benjamin D. Buchanan as reported on the Form 3 filed with the SEC by on July 16,\n 2026.
(10)	The\n shares of Common Stock held by Professional Capital Management are included only once in the shares of Common Stock beneficially\n owned by the group.
(11)	Represents 7,251,900 shares of\n Common Stock beneficially owned as of March 31, 2026, as reported in the Schedule 13G filed\n on May 13, 2026 by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management\n LLC and David J. Snyderman. That filing reports that such amount consists of 3,125,000 shares\n of Common Stock, 205,000 shares of Common Stock issuable upon exercise of the Warrants and\n 3,921,900 shares of Common Stock issuable upon conversion of the Convertible Notes, and represents\n approximately 7.77% of the Common Stock, calculated pursuant to Rule 13d-3(d)(1)(i), based\n on 89,177,103 shares of Common Stock outstanding as reported in our Current Report on Form\n 8-K filed on April 6, 2026, which number of outstanding shares does not include the approximately\n 4,126,900 shares of Common Stock issuable upon exercise of the Warrants or conversion of\n the Convertible Notes. Beneficial ownership previously disclosed for the holder represented\n (i) 3,125,000 shares of Common Stock received at Closing in exchange for the 2,500,000 preferred\n units purchased by the holder in the Preferred Equity Investment, (ii) up to 3,845,000 shares\n of Common Stock issuable upon conversion of the Convertible Notes issued to the holder in\n the Convertible Note Financing at Closing, and (iii) 205,000 shares of Common Stock issuable\n upon exercise of Warrants, which are exercisable within 60 days. The securities referenced\n above are held of record by the following funds and accounts managed by Magnetar Financial\n LLC (“MFL”), which serves as investment manager of Magnetar Waterfront\n Series A LLC, Magnetar Alpha Star Fund LLC, Purpose Alternative Credit Fund - F LLC, Purpose\n Alternative Credit Fund Ltd, Magnetar Longhorn Fund II LLC, Magnetar Xing He Master Fund\n Ltd, Magnetar Constellation Master Fund Ltd and Magnetar SC Fund Ltd. MFL is the general\n partner of Magnetar Structured Credit Fund, LP and the manager of Magnetar Lake Credit Fund\n LLC (together with all of the foregoing funds, the “Magnetar Funds”).\n In such capacities, MFL exercises voting and investment power over the securities listed\n above held for the accounts of the Magnetar Funds. MFL is a registered investment adviser\n under Section 203 of the Investment Advisers Act of 1940, as amended. Magnetar Capital Partners\n LP (“MCP”) is the sole member and parent holding company of MFL. Supernova\n Management LLC (“Supernova”) is the sole general partner of MCP. The administrative\n manager of Supernova is David J. Snyderman, a citizen of the United States of America. Each\n of the Magnetar Funds, MFL, MCP, Supernova and David J. Snyderman disclaims beneficial ownership\n of these securities except to the extent of its or his pecuniary interest in the securities.\n The address of the Magnetar Funds is 1603 Orrington Avenue, 13th Floor, Evanston, IL 60201.
(12)	Represents (i) 3,082,128 shares of Common Stock, consisting\n of 1,540,163 shares of Common Stock held by LMR Multi-Strategy Master Fund Limited and 1,541,965 shares of Common Stock held by LMR\n CCSA Master Fund Ltd, and (ii) 1,843,375 shares of Common Stock issuable upon exercise of warrants within 60 days of the Ownership\n Date, consisting of warrants to purchase 921,688 shares of Common Stock held by LMR Multi-Strategy Master Fund Limited and warrants\n to purchase 921,687 shares of Common Stock held by LMR CCSA Master Fund Ltd. LMR Partners LLP, LMR Partners Limited, LMR Partners\n LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited serve as the investment managers of such funds,\n and Ben Levine and Stefan Renold are ultimately in control of the investment and voting decisions of such investment managers with\n respect to the securities held by such funds. Each of the foregoing investment managers and individuals has shared voting and dispositive\n power over such shares. The address of each of the foregoing investment managers and individuals is c/o LMR Partners LLP, 9th Floor,\n Devonshire House, 1 Mayfair Place, London W1J 8AJ, United Kingdom. Based on a Schedule 13G filed with the SEC on May 15, 2026, reporting\n beneficial ownership as of March 31, 2026.

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SELLING\nSECURITYHOLDERS

This\nprospectus relates to the resale of up to 21,559,237 shares of our Common Stock by certain of the Selling Securityholders named\nherein, which consists of (i) up to 13,900,000 shares of our Common Stock and (ii) up to 7,659,237 shares of Common\nStock issuable upon conversion of the Convertible Notes. No additional securities are being resold by this Post-Effective\nAmendment.

Unless\notherwise noted, the business address of each of the following entities or individuals is 600 Lexington Avenue, Floor 2, New York, New\nYork 10022. Percentage ownership is based on 81,006,290 shares of Common Stock outstanding as of September 30, 2026. The columns\ntitled “Number of Shares of Common Stock Beneficially Owned Prior to Offering” and Maximum Number of Shares of “Common\nStock to be Sold Pursuant to this prospectus” are as of September 30, 2026.

Except\nas described in the footnotes to the following table, under “Certain Relationships and Related Party Transactions” and elsewhere\nin this prospectus, none of the Selling Securityholders has held any position or office with us, or has had any other material relationship\nwith us or any of our affiliates, during the three years preceding the date of this prospectus.

	Number of Shares of Common Stock Beneficially Owned Prior		Maximum Number of Shares of Common Stock to be Sold Pursuant to		Common Stock Beneficially \n Owned After the Offering
Name of Selling Securityholder	to Offering		this prospectus		Number ⁽¹⁾	Percent ⁽²⁾⁽³⁾
Adam Back ⁽⁴⁾		1,300,000		1,300,000		0	-
Alberto Alsina Gonzalez ⁽⁵⁾		50,000		50,000		0	-
Boothbay Absolute Return\n Strategies, LP ⁽⁶⁾		76,900		76,900		0	-
Capital Ventures International\n ⁽⁷⁾		384,500		384,500		0	-
Context Partners Master\n Fund, L.P. ⁽⁸⁾		508,850		307,600		201,250	*
Daniel Nash ⁽⁹⁾		500,000		500,000		0	-
Gary Quin ⁽¹⁰⁾		700,000		700,000		0	-
Harraden Circle Investors,\n LP ⁽¹¹⁾		330,745		272,995		57,750	*
Harraden Circle Special\n Opportunities, LP ⁽¹²⁾		214,755		111,505		103,250	*
Hudson Bay Master Fund Ltd.\n ⁽¹³⁾		423,761		230,700		193,061	*
Inflection Points, Inc.\n ⁽¹⁴⁾		14,349,594		10,562,500		3,787,094	4.7	%
Jane Street Global Trading,\n LLC ⁽¹⁵⁾		1,557,657		1,538,000		19,657	*
Jeffrey Park ⁽¹⁶⁾		500,000		500,000		0	-
Joseph Pooler ⁽¹⁷⁾		150,000		150,000		0	-
Magnetar Alpha Star Fund\n LLC ⁽¹⁸⁾		699,052		376,502		322,550	*
Magnetar Constellation Master\n Fund, Ltd ⁽¹⁹⁾		1,339,682		721,629		618,053	*
Magnetar Lake Credit Fund\n LLC ⁽²⁰⁾		1,506,757		815,755		691,002	*
Magnetar Longhorn Fund II\n LLC ⁽²¹⁾		253,688		141,188		112,500	*
Magnetar SC Fund LTD ⁽²²⁾		467,400		251,001		216,399	*
Magnetar Structured Credit\n Fund, LP ⁽²³⁾		1,416,044		768,692		647,352	*
Magnetar Waterfront Series\n A LLC ⁽²⁴⁾		114,797		62,750		52,047	*
Magnetar Xing He Master\n Fund Ltd ⁽²⁵⁾		710,305		627,504		82,801	*
Purpose Alternative Credit\n Fund - F LLC ⁽²⁶⁾		281,876		156,876		125,000	*
Matthew Joseph Murphy ⁽²⁷⁾		50,000		50,000		0	-
Meteora Select Trading Opportunities\n Master, LP ⁽²⁸⁾		233,150		76,900		156,250	*
Saba Capital Income &\n Opportunities Fund ⁽²⁹⁾		196,677		169,180		27,497	*
Saba Capital Income &\n Opportunities Fund II ⁽³⁰⁾		159,534		138,420		21,114	*
Saba Capital Master Fund,\n Ltd. ⁽³¹⁾		416,363		276,840		139,523	*
The K2 Principal Fund L.P.\n ⁽³²⁾		153,800		153,800		0	-
Other Selling Securityholders\n ⁽³³⁾		87,500		87,500		0	-
Total Shares		29,133,387		21,559,237		7,574,150	9.35	%

(1)\nRepresents the number of shares that will be held by Selling Securityholders after completion of this offering based on the assumptions\nthat (a) all shares of Common Stock (including those underlying the Convertible Notes and Warrants, as applicable) registered for resale\nin the Registration Statement of which this prospectus is part of will be sold and (b) no other shares of Common Stock are acquired or\nsold by Selling Securityholders prior to completion of this offering. However, Selling Securityholders may sell all, some or none of\nsuch shares of Common Stock offered pursuant to this prospectus and may sell other shares of Common Stock that they may own pursuant\nto another registration statement under the Securities Act or sell some or all of their shares pursuant to an exemption from the registration\nprovisions of the Securities Act, including under Rule 144.

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(2)\nApplicable percentage ownership is based on 81,006,290 shares of Common Stock outstanding as of September 30, 2026, and based\non 81,006,290 shares of Common Stock outstanding after the offering.

(3)\nPercentage ownership is only provided for Selling Securityholders whose ownership exceeds one percent (1%). The percentage is not included\nif ownership is less than one percent (1%).

(4)\nShares of our Common Stock beneficially owned prior to the offering represents 1,300,000 shares of Common Stock received by Adam Back\npursuant to the Business Combination.

(5)\nShares of our Common Stock beneficially owned prior to the offering represents 50,000 shares of Common Stock received by Alberto Alsina\nGonzalez pursuant to the Business Combination.

(6)\nShares of our Common Stock beneficially owned prior to the offering represents 76,900 shares of Common Stock underlying the Convertible\nNotes. Boothbay Absolute\nReturn Strategies, LP, a Delaware limited partnership (“Boothbay”) is managed by Meteora Capital, LLC (“Meteora”).\nMeteora, in its capacity as the investment manager of Boothbay with respect to this investment, has the power to vote and the power to\ndirect the disposition of all securities held by Boothbay with respect to this investment. Vikas Mittal is the Managing Member of Meteora.\nEach of Boothbay, Meteora, and Mr. Mittal disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest\ntherein. The principal business address of Meteora is 1200 N Federal Hwy, Ste 200, Boca Raton, FL 33432.

(7)\nShares of our Common Stock beneficially owned prior to the offering represents 384,500 shares of Common Stock underlying the Convertible\nNotes. Susquehanna Advisors Group, Inc. (“SAGI”), the authorized agent of Capital Ventures International (“CVI”),\nhas discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares.\nMichael Ferry may also be deemed to have investment discretion and/or voting power of the shares through SAGI and may be deemed to beneficially\nown the shares held by this entity. Mr. Ferry disclaims any such beneficial ownership of the shares. The principal business address of\nCVI is c/o Susquehanna Advisors Group, Inc., 401 City Avenue, Suite 220, Bala Cynwyd, PA 19004. CVI is an affiliate of one or more broker-dealers\nand has represented to us that (1) it purchased the securities in the ordinary course of business and (2) at the time of purchase, it\nhad no agreements or understandings, directly or indirectly, with any person to distribute the securities.

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(8)\nShares of our Common Stock beneficially owned prior to the offering represents 307,600 shares of Common Stock underlying the Convertible\nNotes and 201,250 shares of Common Stock received pursuant to the Business Combination. Only the 307,600 shares of Common\nStock underlying the Convertible Notes are being registered for resale by the Registration Statement of which this prospectus is part.\nVoting and investment power over the securities held by Context Partners Master Fund, L.P. resides with Context Capital Management, LLC,\nits investment adviser. The principal business address of Context Partners Master Fund, L.P. is 7724 Girard Avenue, Third Floor, La Jolla,\nCA 92037.

(9)\nShares of our Common Stock beneficially owned prior to the offering represents 500,000 shares of Common Stock received by Daniel Nash\npursuant to the Business Combination.

(10)\nShares of our Common Stock beneficially owned prior to the offering represents 700,000 shares of Common Stock received by Gary Quin,\na director of the Company, pursuant to the Business Combination.

(11)\nShares of our Common Stock beneficially owned prior to the offering represents 272,995 shares of Common Stock underlying the Convertible\nNotes and 57,750 shares of Common Stock received pursuant to the Business Combination. Only the 272,995 shares of Common\nStock underlying the Convertible Notes are being registered for resale by the Registration Statement of which this prospectus is part.\nHarraden Circle Investors, LP is controlled by Frederick Vincent Fortmiller, Jr. The principal business address for Harraden Circle Investors,\nLP is 885 Third Avenue, Suite 2600B, New York, NY 10022.

(12)\nShares of our Common Stock beneficially owned prior to the offering represents 111,505 shares of Common Stock underlying the Convertible\nNotes and 103,250 shares of Common Stock received pursuant to the Business Combination. Only the 111,505 shares of Common\nStock underlying the Convertible Notes are being registered for resale by the Registration Statement of which this prospectus is part.\nHarraden Circle Special Opportunities, LP is controlled by Frederick Vincent Fortmiller, Jr. The principal business address for Harraden\nCircle Special Opportunities, LP is 885 Third Avenue, Suite 2600B, New York, NY 10022.

(13)\nShares of our Common Stock beneficially owned prior to the offering represents 230,700 shares of Common Stock underlying the Convertible\nNotes, 175,000 shares of Common Stock received pursuant to the Business Combination, 13,125 shares of Common Stock underlying\nWarrants owned by HBC Investments Ltd., and 4,936 shares of Common Stock underlying Warrants owned by HB Strategies LLC. Only\nthe 230,700 shares of Common Stock underlying the Convertible Notes are being registered for resale by the Registration Statement of\nwhich this prospectus is part. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and\ninvestment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner\nof Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these\nsecurities. The principal business address of Hudson Bay Master Fund Ltd. is c/o Hudson Bay Capital Management LP, 290 Harbor Drive,\nFL 3, Stamford, CT 06902.

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(14)\nShares of our Common Stock beneficially owned prior to the offering represents (i) 9,500,000 shares of Common Stock received at Closing in exchange for an equal number of common units, (ii) 1,062,500 shares of Common Stock received at Closing\nin exchange for 850,000 preferred units, and (iii) 3,787,094 shares of Common Stock issued as consideration in the Silvia Merger.\nOnly 10,562,500 shares of Common Stock are being registered for resale by the Registration Statement of which this prospectus is\npart. Anthony Pompliano is the Chief Executive Officer of Inflection Points, Inc and therefore may be deemed to beneficially own\nthese securities. The principal business address of Inflection Points, Inc. is 600 Lexington Avenue, Fl.2 New York, NY\n10022.

(15)\nShares of our Common Stock beneficially owned prior to the offering represents 1,538,000 shares of Common Stock underlying the Convertible\nNotes, 57 Warrants to purchase shares of Common Stock, and 19,600 shares which the Selling Securityholder or its affiliates\nwould be entitled to receive upon the exercise of certain call options currently held. Only the 1,538,000 shares of Common Stock underlying\nthe Convertible Notes are being registered for resale by the Registration Statement of which this prospectus is part. Jane Street Global\nTrading, LLC is a wholly owned subsidiary of Jane Street Group, LLC. Turner Batty and Matthew Berger are the members of Jane Street Group’s\nManagement Committee who exercise dispositive power over the Common Stock held by Jane Street Global Trading, LLC. Each of these individuals\nwill disclaim beneficial interest of the Common Stock held by Jane Street Global Trading, LLC, except to the extent of his or her pecuniary\ninterest. The principal business address of Jane Street Global Trading, LLC is 250 Vesey Street, 3^rd Floor, New York, NY 10281.

(16)\nShares of our Common Stock beneficially owned prior to the offering represents 500,000 shares of Common Stock received by Jeffrey Park\npursuant to the Business Combination.

(17)\nShares of our Common Stock beneficially owned prior to the offering represents 150,000 shares of Common Stock received by Joseph Pooler\npursuant to the Business Combination.

(18)\nShares of our Common Stock beneficially owned prior to the offering represents 376,502 shares of Common Stock underlying the Convertible\nNotes, 300,000 shares of Common Stock and 22,550 shares of Common Stock issuable upon exercise of Warrants. Only the 376,502 shares\nof Common Stock underlying the Convertible Notes are being registered for resale by the Registration Statement of which this prospectus\nis part. Magnetar Alpha Star Fund LLC is managed by Magnetar Financial LLC (“MFL”), which serves as investment manager\nof Magnetar Xing He Master Fund Ltd, Magnetar Alpha Star Fund LLC, Magnetar Constellation Master Fund Ltd, Magnetar Longhorn Fund II\nLLC, Purpose Alternative, Credit Fund – F LLC (“Purpose F”), Magnetar Waterfront Series A LLC, and Magnetar\nSC Fund Ltd. MFL is the general partner of Magnetar Structured Credit Fund, LP and the manager of Magnetar Lake Credit Fund LLC (together\nwith all of the foregoing funds, the “Magnetar Funds”). In such capacities, MFL exercises voting and investment power over\nthe securities listed above held for the accounts of the Magnetar Funds. MFL is a registered investment adviser under Section 203 of\nthe Advisers Act. Magnetar Capital Partners LP (“MCP”), is the sole member and parent holding company of MFL. Supernova Management\nLLC (“Supernova”), is the sole general partner of MCP. The administrative manager of Supernova is David J. Snyderman, a citizen\nof the United States of America. Each of the Magnetar Funds, MFL, MCP, Supernova and David J. Snyderman disclaims beneficial ownership\nof these securities except to the extent of its or his pecuniary interest in the securities. The address of the Magnetar Funds\nis 1603 Orrington Avenue, 13th Floor Evanston, IL 60201.

(19)\nShares of our Common Stock beneficially owned prior to the offering represents 721,629 shares of Common Stock underlying the Convertible\nNotes, 575,000 shares of Common Stock and 43,053 shares of Common Stock issuable upon exercise of Warrants. Only the 721,629 shares\nof Common Stock underlying the Convertible Notes are being registered for resale by the Registration Statement of which this prospectus\nis part. Magnetar Constellation Master Fund, Ltd is managed by MFL, which serves as investment manager of Magnetar Xing He Master\nFund Ltd, Magnetar Alpha Star Fund LLC, Magnetar Constellation Master Fund Ltd, Magnetar Longhorn Fund II LLC, Purpose F, Magnetar\nWaterfront Series A LLC, and Magnetar SC Fund Ltd. MFL is the general partner of Magnetar Structured Credit Fund, LP and the manager\nof Magnetar Lake Credit Fund LLC. In such capacities, MFL exercises voting and investment power over the securities listed above held\nfor the accounts of the Magnetar Funds. MFL is a registered investment adviser under Section 203 of the Advisers Act. MCP is the sole\nmember and parent holding company of MFL. Supernova, is the sole general partner of MCP. The administrative manager of Supernova is David\nJ. Snyderman, a citizen of the United States of America. Each of the Magnetar Funds, MFL, MCP, Supernova and David J. Snyderman disclaims\nbeneficial ownership of these securities except to the extent of its or his pecuniary interest in the securities. The address\nof the Magnetar Funds is 1603 Orrington Avenue, 13th Floor, Evanston, IL 60201.

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(20)\nShares of our Common Stock beneficially owned prior to the offering represents 815,755 shares of Common Stock underlying the Convertible\nNotes, 650,000 shares of Common Stock and 41,002 shares of Common Stock issuable upon exercise of Warrants. Only the 815,755 shares\nof Common Stock underlying the Convertible Notes are being registered for resale by the Registration Statement of which this prospectus\nis part. Magnetar Lake Credit Fund LLC is managed by MFL, which serves as investment manager of Magnetar Xing He Master Fund Ltd,\nMagnetar Alpha Star Fund LLC, Magnetar Constellation Master Fund Ltd, Magnetar Longhorn Fund II LLC, Purpose F, Magnetar Waterfront\nSeries A LLC, and Magnetar SC Fund Ltd. MFL is the general partner of Magnetar Structured Credit Fund, LP and the manager of Magnetar\nLake Credit Fund LLC. In such capacities, MFL exercises voting and investment power over the securities listed above held for the accounts\nof the Magnetar Funds. MFL is a registered investment adviser under Section 203 of the Advisers Act. MCP is the sole member and parent\nholding company of MFL. Supernova, is the sole general partner of MCP. The administrative manager of Supernova is David J. Snyderman,\na citizen of the United States of America. Each of the Magnetar Funds, MFL, MCP, Supernova and David J. Snyderman disclaims beneficial\nownership of these securities except to the extent of its or his pecuniary interest in the securities. The address of the Magnetar\nFunds is 1603 Orrington Avenue, 13th Floor, Evanston, IL 60201.

(21)\nShares of our Common Stock beneficially owned prior to the offering represents 141,188 shares of Common Stock underlying the Convertible\nNotes and 112,500 shares of Common Stock. Only the 141,188 shares of Common Stock underlying the Convertible Notes are being registered\nfor resale by the Registration Statement of which this prospectus is part. Magnetar Longhorn Fund II LLC is managed by MFL, which\nserves as investment manager of Magnetar Xing He Master Fund Ltd, Magnetar Alpha Star Fund LLC, Magnetar Constellation Master Fund Ltd,\nMagnetar Longhorn Fund II LLC, Purpose F, Magnetar Waterfront Series A LLC, and Magnetar SC Fund Ltd. MFL is the general partner\nof Magnetar Structured Credit Fund, LP and the manager of Magnetar Lake Credit Fund LLC. In such capacities, MFL exercises voting and\ninvestment power over the securities listed above held for the accounts of the Magnetar Funds. MFL is a registered investment adviser\nunder Section 203 of the Advisers Act. MCP is the sole member and parent holding company of MFL. Supernova, is the sole general partner\nof MCP. The administrative manager of Supernova is David J. Snyderman, a citizen of the United States of America. Each of the Magnetar\nFunds, MFL, MCP, Supernova and David J. Snyderman disclaims beneficial ownership of these securities except to the extent of its\nor his pecuniary interest in the securities. The address of the Magnetar Funds is 1603 Orrington Avenue, 13th Floor, Evanston,\nIL 60201.

(22)\nShares of our Common Stock beneficially owned prior to the offering represents 251,001 shares of Common Stock underlying the Convertible\nNotes, 200,000 shares of Common Stock and 16,399 shares of Common Stock issuable upon exercise of Warrants. Only the 251,001 shares of\nCommon Stock underlying the Convertible Notes are being registered for resale by the Registration Statement of which this prospectus\nis part. Magnetar SC Fund Ltd is managed by MFL, which serves as investment manager of Magnetar Xing He Master Fund Ltd, Magnetar\nAlpha Star Fund LLC, Magnetar Constellation Master Fund Ltd, Magnetar Longhorn Fund II LLC, Purpose F, Magnetar Waterfront Series\nA LLC, and Magnetar SC Fund Ltd. MFL is the general partner of Magnetar Structured Credit Fund, LP and the manager of Magnetar Lake Credit\nFund LLC. In such capacities, MFL exercises voting and investment power over the securities listed above held for the accounts of the\nMagnetar Funds. MFL is a registered investment adviser under Section 203 of the Advisers Act. MCP is the sole member and parent holding\ncompany of MFL. Supernova, is the sole general partner of MCP. The administrative manager of Supernova is David J. Snyderman, a citizen\nof the United States of America. Each of the Magnetar Funds, MFL, MCP, Supernova and David J. Snyderman disclaims beneficial ownership\nof these securities except to the extent of its or his pecuniary interest in the securities. The address of the Magnetar Funds\nis 1603 Orrington Avenue, 13th Floor, Evanston, IL 60201.

(23)\nShares of our Common Stock beneficially owned prior to the offering represents 768,692 shares of Common Stock underlying the Convertible\nNotes, 612,500 shares of Common Stock and 34,852 shares of Common Stock issuable upon exercise of Warrants. Only the 768,692 shares\nof Common Stock underlying the Convertible Notes are being registered for resale by the Registration Statement of which this prospectus\nis part. Magnetar Structured Credit Fund, LP is managed by MFL, which serves as investment manager of Magnetar Xing He Master Fund\nLtd, Magnetar Alpha Star Fund LLC, Magnetar Constellation Master Fund Ltd, Magnetar Longhorn Fund II LLC, Purpose F, Magnetar\nWaterfront Series A LLC, and Magnetar SC Fund Ltd. MFL is the general partner of Magnetar Structured Credit Fund, LP and the manager\nof Magnetar Lake Credit Fund LLC. In such capacities, MFL exercises voting and investment power over the securities listed above held\nfor the accounts of the Magnetar Funds. MFL is a registered investment adviser under Section 203 of the Advisers Act. MCP is the sole\nmember and parent holding company of MFL. Supernova, is the sole general partner of MCP. The administrative manager of Supernova is David\nJ. Snyderman, a citizen of the United States of America. Each of the Magnetar Funds, MFL, MCP, Supernova and David J. Snyderman disclaims\nbeneficial ownership of these securities except to the extent of its or his pecuniary interest in the securities. The address\nof the Magnetar Funds is 1603 Orrington Avenue, 13th Floor Evanston, IL 60201.

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(24)\nShares of our Common Stock beneficially owned prior to the offering represents 62,750 shares of Common Stock underlying the Convertible\nNotes, 50,000 shares of Common Stock and 2,047 shares of Common Stock issuable upon exercise of Warrants. Only the 62,750 shares of\nCommon Stock underlying the Convertible Notes are being registered for resale by the Registration Statement of which this prospectus\nis part. Magnetar Waterfront Series A LLC is managed by MFL, which serves as investment manager of Magnetar Xing He Master Fund Ltd,\nMagnetar Alpha Star Fund LLC, Magnetar Constellation Master Fund Ltd, Magnetar Longhorn Fund II LLC, Purpose F, Magnetar Waterfront\nSeries A LLC, and Magnetar SC Fund Ltd. MFL is the general partner of Magnetar Structured Credit Fund, LP and the manager of Magnetar\nLake Credit Fund LLC. In such capacities, MFL exercises voting and investment power over the securities listed above held for the accounts\nof the Magnetar Funds. MFL is a registered investment adviser under Section 203 of the Advisers Act. MCP is the sole member and parent\nholding company of MFL. Supernova, is the sole general partner of MCP. The administrative manager of Supernova is David J. Snyderman,\na citizen of the United States of America. Each of the Magnetar Funds, MFL, MCP, Supernova and David J. Snyderman disclaims beneficial\nownership of these securities except to the extent of its or his pecuniary interest in the securities. The address of the Magnetar\nFunds is 1603 Orrington Avenue, 13th Floor Evanston, IL 60201.

(25)\nShares of our Common Stock beneficially owned prior to the offering represents 627,504 shares of Common Stock underlying the Convertible\nNotes, 50,000 shares of Common Stock and 32,801 shares of Common Stock issuable upon exercise of Warrants. Only the 627,504 shares\nof Common Stock underlying the Convertible Notes are being registered for resale by the Registration Statement of which this prospectus\nis part. Magnetar Xing He Master Fund Ltd is managed by MFL, which serves as investment manager of Magnetar Xing He Master Fund Ltd,\nMagnetar Alpha Star Fund LLC, Magnetar Constellation Master Fund Ltd, Magnetar Longhorn Fund II LLC, Purpose F, Magnetar Waterfront\nSeries A LLC, and Magnetar SC Fund Ltd. MFL is the general partner of Magnetar Structured Credit Fund, LP and the manager of Magnetar\nLake Credit Fund LLC. In such capacities, MFL exercises voting and investment power over the securities listed above held for the accounts\nof the Magnetar Funds. MFL is a registered investment adviser under Section 203 of the Advisers Act. MCP is the sole member and parent\nholding company of MFL. Supernova, is the sole general partner of MCP. The administrative manager of Supernova is David J. Snyderman,\na citizen of the United States of America. Each of the Magnetar Funds, MFL, MCP, Supernova and David J. Snyderman disclaims beneficial\nownership of these securities except to the extent of its or his pecuniary interest in the securities. The address of the Magnetar\nFunds is 1603 Orrington Avenue, 13th Floor, Evanston, IL 60201.

(26)\nShares of our Common Stock beneficially owned prior to the offering represents 156,876 shares of Common Stock underlying the Convertible\nNotes and 125,000 shares of Common Stock. Only the 156,876 shares of Common Stock underlying the Convertible Notes are being registered\nfor resale by the Registration Statement of which this prospectus is part. Purpose Alternative Credit Fund - F LLC is managed by\nMFL, which serves as investment manager of Magnetar Xing He Master Fund Ltd, Magnetar Alpha Star Fund LLC, Magnetar Constellation Master\nFund Ltd, Magnetar Longhorn Fund II LLC, Purpose F, Magnetar Waterfront Series A LLC, and Magnetar SC Fund Ltd. MFL is the general\npartner of Magnetar Structured Credit Fund, LP and the manager of Magnetar Lake Credit Fund LLC. In such capacities, MFL exercises voting\nand investment power over the securities listed above held for the accounts of the Magnetar Funds. MFL is a registered investment adviser\nunder Section 203 of the Advisers Act. MCP is the sole member and parent holding company of MFL. Supernova, is the sole general partner\nof MCP. The administrative manager of Supernova is David J. Snyderman, a citizen of the United States of America. Each of the Magnetar\nFunds, MFL, MCP, Supernova and David J. Snyderman disclaims beneficial ownership of these securities except to the extent of its\nor his pecuniary interest in the securities. The address of the Magnetar Funds is 1603 Orrington Avenue, 13th Floor, Evanston,\nIL 60201.

(27)\nShares of our Common Stock beneficially owned prior to the offering represents 50,000 shares of Common Stock received by Matthew Joseph\nMurphy pursuant to the Business Combination.

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(28)\nShares of our Common Stock beneficially owned prior to the offering represents 76,900 shares of Common Stock underlying the Convertible\nNotes and 156,250 shares received pursuant to the Business Combination. Only the 76,900 shares of Common Stock underlying the\nConvertible Notes are being registered for resale by the Registration Statement of which this prospectus is part. Vikas Mittal may be\ndeemed to have sole voting and dispositive power with respect to the shares held by Meteora Select Trading Opportunities Master, LP.\nMr. Mittal disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein. The principal\nbusiness address for Meteora Select Trading Opportunities Master, LP is 1200 N Federal Hwy, Ste 200, Boca Raton, FL 33432.

(29)\nShares of our Common Stock beneficially owned prior to the offering represents 169,180 shares of Common Stock underlying the\nConvertible Notes, 1,918 shares of Common Stock issuable upon exercise of Warrants, and 25,579 shares of Common Stock\nreceived pursuant to the Business Combination. Only the 169,180 shares of Common Stock underlying the Convertible Notes are being\nregistered for resale by the Registration Statement of which this prospectus is part. Saba Capital Income & Opportunities Fund\nis managed by Saba Capital Management, L.P. Saba Capital Management GP, LLC is the general partner of Saba Capital Management, L.P.\nBoaz Weinstein is the managing member of Saba Capital Management GP, LLC and, as such, may be deemed to be the beneficial owner of\nthe securities reported by Saba Capital Income & Opportunities Fund. Mr. Weinstein disclaims any beneficial ownership of the\nsecurities reported by Saba Capital Income & Opportunities Fund other than to the extent of any pecuniary interest Mr. Weinstein\nmay have therein, directly or indirectly. The principal business address for Saba Capital Income & Opportunities Fund is 405\nLexington Avenue, 58^th Floor, New York, NY 10174.

(30)\nShares of our Common Stock beneficially owned prior to the offering represents 138,420 shares of Common Stock underlying the Convertible\nNotes, 1,473 shares of Common Stock issuable upon exercise of Warrants, and 19,641 shares of Common Stock received pursuant\nto the Business Combination. Only the 138,420 shares of Common Stock underlying the Convertible Notes are being registered for resale\nby the Registration Statement of which this prospectus is part. Saba Capital Income & Opportunities Fund II is managed by Saba Capital\nManagement, L.P. Saba Capital Management GP, LLC is the general partner of Saba Capital Management, L.P. Boaz Weinstein is the managing\nmember of Saba Capital Management GP, LLC and, as such, may be deemed to be the beneficial owner of the securities reported by Saba Capital\nIncome & Opportunities Fund II. Mr. Weinstein disclaims any beneficial ownership of the securities reported by Saba Capital Income\n& Opportunities Fund II other than to the extent of any pecuniary interest Mr. Weinstein may have therein, directly or indirectly.\nThe principal business address for Saba Capital Income & Opportunities Fund II is 405 Lexington Avenue, 58^th Floor, New\nYork, NY 10174.

(31)\nShares of our Common Stock beneficially owned prior to the offering represents 276,840 shares of Common Stock underlying the Convertible\nNotes, 9,734 shares of Common Stock issuable upon exercise of Warrants, and 129,789 shares of Common Stock received pursuant\nto the Business Combination. Only the 276,840 shares of Common Stock underlying the Convertible Notes are being registered for\nresale by the Registration Statement of which this prospectus is part. Saba Capital Master Fund, Ltd. is managed by Saba Capital Management,\nL.P. Saba Capital Management GP, LLC is the general partner of Saba Capital Management, L.P. Boaz Weinstein is the managing member of\nSaba Capital Management GP, LLC and, as such, may be deemed to be the beneficial owner of the securities reported by Saba Capital Master\nFund, Ltd. Mr. Weinstein disclaims any beneficial ownership of the securities reported by Saba Capital Master Fund, Ltd. other than to\nthe extent of any pecuniary interest Mr. Weinstein may have therein, directly or indirectly. The principal business address for Saba\nCapital Master Fund, Ltd. is 405 Lexington Avenue, 58^th Floor, New York, NY 10174.

(32)\nShares of our Common Stock beneficially owned prior to the offering represents 153,800 shares of Common Stock underlying the Convertible\nNotes. The K2 Principal Fund L.P. is controlled by Todd Sikorski. The principal business address for The K2 Principal Fund L.P. is 2\nBloor Street West, Suite 801, Toronto, Ontario M4W 3E2 Canada.

(33)\nThe disclosure with respect to the remaining Selling Securityholders is being made on an aggregate basis, as opposed to an individual\nbasis, because their individual holdings are less than one percent (1%) of the outstanding shares of Common Stock. Such shares were received\nby the remaining Selling Securityholders from the Sponsor subsequently pursuant to the Business Combination.

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DESCRIPTION\nOF CAPITAL STOCK

General

Our\nauthorized capital stock consists of 550,000,000 shares of Common Stock, par value $0.001 per share, and 50,000,000 shares of preferred\nstock, par value $0.001 per share. As of October 6, 2026, 79,375,625 shares of Common Stock were issued and outstanding, no shares of Common Stock were held in treasury and no shares of preferred stock were\nissued and outstanding. The number of shares of Common Stock issued and outstanding is not the same as the number of shares of Common\nStock registered under the Registration Statement, which registers 34,411,715 shares of Common Stock, including shares of Common\nStock issuable upon conversion of the Convertible Notes and upon exercise of the Warrants that have not been issued.

The\nfollowing description summarizes the terms of our capital stock but does not purport to be complete, and it is qualified in its entirety\nby reference to the applicable provisions of Delaware law and our Charter and Bylaws.

Common\nStock

Voting\nrights. Each share of Common Stock is entitled to one vote per share on all matters (including the election of directors) submitted\nto a vote of stockholders, unless otherwise required by law or our Charter. Our Charter and Bylaws do not provide for cumulative voting\nrights. Directors will be elected by plurality vote of the shares of Common Stock present at an annual meeting and entitled to vote.\nUnless otherwise required by law, our Charter, or Bylaws, at any meeting of the stockholders at which a quorum is present or represented,\nthe affirmative vote of a simple majority of the voting power of the shares present in person or by proxy at such meeting and entitled\nto vote on the subject matter shall be the act of the stockholders, except as otherwise required by law. The holders of a majority of\nthe stock issued and outstanding and entitled to vote, present in person or by proxy, shall constitute a quorum for the transaction of\nbusiness at all meetings of the stockholders.

Dividend\nrights. Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of our Common Stock will\nbe entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.

Rights\nupon liquidation. Upon a liquidation event, holders of our Common Stock will be entitled to share ratably in the net assets legally\navailable for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation\npreference granted to the holders of any then-outstanding shares of preferred stock.

Other\nrights. Holders of our Common Stock will have no preemptive, conversion, subscription or other rights, and as of the closing\nof the Business Combination there will be no redemption or sinking fund provisions applicable to our Common Stock. The rights, preferences\nand privileges of the holders of our Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares\nof any series of preferred stock that we may designate in the future.

Preferred\nStock

Our\nBoard has the authority, without further action by the stockholders, to issue shares of preferred stock in one or more series and to\nfix the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof. These designations,\npowers, preferences and rights could include dividend rights, conversion rights, voting rights, redemption rights, liquidation preferences,\nsinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater\nthan the rights of our Common Stock. The issuance of preferred stock could adversely affect the voting power of holders of our Common\nStock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of\npreferred stock could have the effect of delaying, deferring or preventing a change in control or other corporate action. As of June\n30, 2026, no shares of preferred stock were issued and outstanding, and we have no present plan to issue any shares of preferred stock.

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Convertible\nNotes

In\nconnection with the execution of the Business Combination Agreement, the Convertible Note Investors each entered into the Convertible\nNote Subscription Agreements with us, Legacy ProCap and CCCM, pursuant to which, upon the Closing, the Convertible Note Investors agreed\nto purchase the Convertible Notes issued by us, in an aggregate principal amount of $235 million, for an aggregate purchase price equal\nto 97% of the aggregate principal amount of the Convertible Notes. The Convertible Note Financing was funded at the Closing. On February\n9, 2026, we entered into privately negotiated note repurchase agreements with certain holders of the Convertible Notes, pursuant to which\nwe agreed to repurchase approximately $135.4 million in aggregate principal amount of the Convertible Notes for an aggregate of approximately\n$119.2 million in cash. That repurchase settled on or about February 10, 2026, and upon settlement the aggregate principal amount of\nthe Convertible Notes outstanding was reduced to approximately $99.6 million. As of June 30, 2026, 7,659,237 shares of Common\nStock were issuable upon conversion of the Convertible Notes. The Registration Statement registers 7,659,237 shares of Common\nStock issuable upon conversion of the Convertible Notes, which reflects the aggregate principal amount of Convertible Notes outstanding\nafter the Repurchase.

The\nConvertible Notes have a conversion rate of 76.9 shares of Common Stock per $1,000 principal amount, equal to a conversion price of approximately\n$13.00 per share, bear no interest and have a maturity of up to 36 months from the date of issuance. Under the indenture governing the\nConvertible Notes, the Company must maintain at all times a 1.0:1.0 loan-to-collateral ratio compliance level with respect to the Convertible\nNotes, with Bitcoin valued at 50% and cash and cash equivalents valued at 100% for collateral calculation purposes. U.S. Bank Trust\nCompany, National Association serves as collateral agent and trustee with regard to the Convertible Notes and associated indenture\nand security arrangements. Proceeds from the Convertible Note Financing were used for purposes of acquiring additional Bitcoin and for\nworking capital purposes. The Convertible Notes have an associated 144A CUSIP number to facilitate the possibility of trading amongst\nqualified institutional buyers; however, the offer and sale of the Convertible Notes have not been registered under the Securities Act.

Warrants

Public\nWarrants

As\nof October 6, 2026, 12,499,978 Public Warrants were outstanding. Each whole Public Warrant entitles the registered holder\nto purchase one share of our Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing\n30 days after the completion of the Business Combination. Pursuant to the A&R Warrant Agreement, a Public Warrant holder may exercise\nits Public Warrants only for a whole number of shares of our Common Stock. This means only a whole warrant may be exercised at a given\ntime by a Public Warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.\nThe Public Warrants expire at 5:00 p.m., New York City time, on December 5, 2030, or earlier upon redemption or liquidation.

We\nare not obligated to deliver any shares of our Common Stock pursuant to the exercise of a Public Warrant and will have no obligation\nto settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of our Common\nStock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations\ndescribed below with respect to registration. No Public Warrant will be exercisable and we will not be obligated to issue shares of our\nCommon Stock upon exercise of a Public Warrant unless the share of our Common Stock issuable upon such Public Warrant exercise has been\nregistered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public\nWarrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant,\nthe holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and\nexpire worthless. In no event will we be required to net cash settle any Public Warrant.

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We\nare registering the issuance of the shares of our Common Stock issuable upon exercise of the Public Warrants in the Registration Statement\nof which this prospectus forms a part. We will use our commercially reasonable efforts to cause the same to become effective within 60\nbusiness days following the Business Combination and to maintain a current prospectus relating to the shares of our Common Stock issuable\nupon exercise of the Public Warrants until the expiration of the Public Warrants in accordance with the provisions of the A&R Warrant\nAgreement. If the registration statement covering the shares of our Common Stock issuable upon exercise of the Public Warrants is not\neffective by the sixtieth (60) business day after the Closing, holders of Public Warrants may, until such time as there is an effective\nregistration statement and during any period when we will have failed to maintain an effective registration statement, exercise Public\nWarrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding\nthe above, if the shares of our Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities\nexchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may,\nat our option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance\nwith Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration\nstatement.

Redemption\nof Public Warrants when the price per share of our Common Stock equals or exceeds $18.00. Once the Public Warrants become exercisable,\nwe may redeem the outstanding Public Warrants:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	in\n whole and not in part;

	●	at\n a price of $0.01 per Public Warrant; upon a minimum of 30 days’ prior written notice of redemption; and

	●	if,\n and only if, the closing price of the shares of Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock\n capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing\n at least 30 days after completion of the Business Combination and ending three business days before we send the notice of redemption\n to the holders of Public Warrants.

We\nwill not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the issuance\nof the shares of our Common Stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to\nthose shares of our Common Stock is available throughout the measurement period. If and when the Public Warrants become redeemable by\nus, we may not exercise our redemption right if the issuance of our Common Stock upon exercise of the Public Warrants is not exempt from\nregistration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We\nwill use our best efforts to register or qualify such Common Stock under the blue sky laws of the state of residence in those states\nin which the Public Warrants were offered by us in this offering. We have established the last of the redemption criterion discussed\nabove to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price.\nIf the foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants, each Public Warrant holder will\nbe entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price of the shares of our\nCommon Stock may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share capitalizations, reorganizations,\nrecapitalizations and the like) as well as the $11.50 Public Warrant exercise price after the redemption notice is issued.

Redemption\nprocedures. A holder of a Public Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder\nwill not have the right to exercise such Public Warrants, to the extent that after giving effect to such exercise, such person (together\nwith such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8%\n(as specified by the holder) of the shares of our Common Stock outstanding immediately after giving effect to such exercise.

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Anti-dilution\nAdjustments. If the number of outstanding shares of our Common Stock is increased by a stock capitalization payable in shares of our\nCommon Stock, or by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization,\nsub-division or similar event, the number of shares of our Common Stock issuable on exercise of each Public Warrant will be increased\nin proportion to such increase in the outstanding shares of our Common Stock. A rights offering made to all or substantially all holders\nof our Common Stock entitling holders to purchase shares of our Common Stock at a price less than the fair market value will be deemed\na stock capitalization of a number of shares of our Common Stock equal to the product of (i) the number of shares of our Common Stock\nactually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible\ninto or exercisable for shares of our Common Stock) and (ii) the quotient of (x) the price per share of our Common Stock paid in such\nrights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable\nfor shares of our Common Stock, in determining the price payable for shares of our Common Stock, there will be taken into account any\nconsideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value\nmeans the volume weighted average price of shares of our Common Stock as reported during the ten (10) trading day period ending on the\ntrading day prior to the first date on which the shares of our Common Stock trade on the applicable exchange or in the applicable market,\nregular way, without the right to receive such rights.

In\naddition, if we, at any time while the Public Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash,\nsecurities or other assets to all or substantially all the holders of shares of our Common Stock on account of such shares of our Common\nStock (or other securities into which the Public Warrants are convertible), other than (a) as described above or (b) certain ordinary\ncash dividends, then the Public Warrant exercise price will be decreased, effective immediately after the effective date of such event,\nby the amount of cash and/or the fair market value of any securities or other assets paid on each share of our Common Stock in respect\nof such event.

If\nthe number of outstanding shares of our Common Stock is decreased by a consolidation, combination, reverse stock sub-division or reclassification\nof shares of our Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division,\nreclassification or similar event, the number of shares of our Common Stock issuable on exercise of each Public Warrant will be decreased\nin proportion to such decrease in outstanding shares of our Common Stock.

Whenever\nthe number of shares of our Common Stock purchasable upon the exercise of the Public Warrants is adjusted, as described above, the Public\nWarrant exercise price will be adjusted by multiplying the Public Warrant exercise price immediately prior to such adjustment by a fraction\n(x) the numerator of which will be the number of shares of our Common Stock purchasable upon the exercise of the Public Warrants immediately\nprior to such adjustment, and (y) the denominator of which will be the number of shares of our Common Stock so purchasable immediately\nthereafter.

In\naddition, if (x) we issue additional shares of our Common Stock or equity-linked securities for capital raising purposes in connection\nwith the closing of the Business Combination at a Newly Issued Price (as defined in the A&R Warrant Agreement) of less than $9.20\nper share of our Common Stock, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds\n(including from such issuances and this offering), and interest thereon, available for the funding of the Business Combination on the\ndate of the consummation of the Business Combination (net of redemptions), and (z) the Market Value of the shares of our Common Stock\nis below $9.20 per share, then the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of\nthe higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described above under “Redemption\nof Public Warrants when the price per share of our Common Stock equals or exceeds $18.00” will be adjusted (to the nearest cent)\nto be equal to 180% of the higher of the Market Value and the Newly Issued Price.

In\ncase of any reclassification or reorganization of the outstanding shares of our Common Stock (other than those described above or that\nsolely affects the par value of such shares of our Common Stock), or in the case of any merger or consolidation with or into another\ncorporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification\nor reorganization of our issued and outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation\nor entity of our assets or other property as an entirety or substantially as an entirety in connection with which we are dissolved, the\nholders of the Public Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions\nspecified in the Public Warrants and in lieu of the shares of our Common Stock immediately theretofore purchasable and receivable upon\nthe exercise of the rights represented thereby, the kind and amount of shares of our Common Stock or other securities or property (including\ncash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or\ntransfer, that the holder of the Public Warrants would have received if such holder had exercised their Public Warrants immediately prior\nto such event (the “Alternative Issuance”).

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The\nPublic Warrants will be issued in registered form under the Warrant Assignment, Assumption and Amendment Agreement entered into by and\namong Continental Stock Transfer & Trust Company, as Public Warrant agent, CCCM and us (the “A&R Warrant Agreement”).\nThe A&R Warrant Agreement provides that the terms of the Public Warrants may be amended without the consent of any holder for the\npurpose of (i) curing any ambiguity or to correct any defective provision or mistake, including to conform the provisions of the A&R\nWarrant Agreement to the description of the terms of the Public Warrants and the A&R Warrant Agreement set forth in this prospectus,\n(ii) adjusting the provisions relating to cash dividends on our Common Stock as contemplated by and in accordance with the A&R Warrant\nAgreement, (iii) adding or changing any provisions with respect to matters or questions arising under the A&R Warrant Agreement as\nthe parties to the A&R Warrant Agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights\nof the registered holders of the Public Warrants or (iv) to provide for the delivery of the Alternative Issuance. All other modifications\nor amendments require the vote or written consent of the holders of at least 50% of the then-outstanding Public Warrants, except that\namending the A&R Warrant Agreement will require a vote of holders of at least 50% of the Private Warrants (including the vote or\nwritten consent of Cohen Capital Markets and Clear Street) or working capital warrants solely with respect to any amendment to the terms\nof the Private Warrants or working capital warrants (including, for the avoidance of doubt, the forfeiture or cancellation of any warrants).

The\nPublic Warrants may be exercised upon surrender of the Public Warrant certificate on or prior to the expiration date at the offices of\nthe Public Warrant agent, with the exercise form on the reverse side of the Public Warrant certificate completed and executed as indicated,\naccompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable\nto us, for the number of Public Warrants being exercised. The holders of Public Warrants do not have the rights or privileges of holders\nof our Common Stock and any voting rights until they exercise their Public Warrants and receive shares of our Common Stock. After the\nissuance of shares of our Common Stock upon exercise of the Public Warrants, each holder will be entitled to one vote for each share\nheld of record on all matters to be voted on by stockholders.

We\nagreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the A&R\nWarrant Agreement will be brought and enforced in the courts of the State of New York located in the County of New York or the United\nStates District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will\nbe the exclusive forum for any such action, proceeding or claim. This provision applies to claims under the Securities Act but does not\napply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole\nand exclusive forum.

Private\nWarrants

As\nof October 6, 2026, 352,500 Private Warrants were outstanding. The Private Warrants are identical to the Public Warrants except\nthat, so long as they are held by the Sponsor or its permitted transferees, the Private Warrants (i) may not (including the shares of\nour Common Stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by\nthe holders until 30 days after the completion of the Business Combination, (ii) are entitled to registration rights and (iii) with respect\nto Private Warrants held by Cohen Capital Markets, Clear Street and/or their designees, will not be exercisable more than five years\nfrom the commencement of sales in CCCM’s IPO in accordance with FINRA Rule 5110(g)(8). Amending the A&R Warrant Agreement (including,\nfor the avoidance of doubt, the forfeiture of cancellation of any warrants) will require a vote of holders of at least 50% of the Private\nWarrants (including the vote or written consent of Cohen Capital Markets and Clear Street) or working capital warrants solely with respect\nto any amendment to the terms of the Private Warrants or working capital warrants. All other modifications or amendments require the\nvote or written consent the holders of at least 50% of the then-outstanding Public Warrants.

Election\nof Directors and Vacancies; Board of Directors

Subject\nto the rights of the holders of any series of preferred stock to elect additional directors under specified circumstances, the number\nof directors of our Board shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board, but shall\ninitially consist of five (5) directors, which shall be divided into three (3) classes, designated Class I, II and III. Under our Bylaws,\nat all meetings of stockholders called for the election of directors, directors shall be elected by a plurality of the votes cast with\nrespect to a nominee at the meeting of stockholders for the election of directors. All directors will be elected to hold office until\nthe expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their\nearlier resignation or removal.

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Except\nas the DGCL may otherwise require and subject to the rights, if any, of the holders of any series of our preferred stock, newly created\ndirectorships resulting from any increase in the number of directors and any vacancies on the Board resulting from death, resignation,\ndisqualification, removal or other cause may be filled by the affirmative vote of a simple majority of the remaining directors then in\noffice, although less than a quorum, or by a sole remaining director. A director elected or appointed to fill a vacancy resulting from\nthe death, resignation, disqualification or removal of a director or a newly created directorship will hold office until the next election\nof the class for which such director shall have been chosen until his or her successor shall have been duly elected and qualified, or\nuntil such director’s death, resignation or removal.

Except\nas prohibited by applicable law or our Charter, any director or the entire Board may be removed from office at any time, but only for\ncause and only by the affirmative vote of the holders of at least two-thirds (66²/₃%) of the voting power of our\nissued and outstanding capital stock entitled to vote in the election of directors.

In\naddition to the powers and authority expressly conferred upon them by statute or by our Charter or Bylaws, the directors are empowered\nto exercise all such powers and do all such acts and things as may be exercised or done by us, subject, nevertheless, to the provisions\nof the DGCL, our Charter and the Bylaws adopted and in effect from time to time; provided, however, that no Bylaw adopted, amended, altered\nor repealed after the date of the Bylaws will invalidate any prior act of our directors or officers which would have been valid if such\nBylaws had not been adopted, amended, altered or repealed.

Quorum

A\nmajority in voting power of the shares of the Company entitled to vote at the meeting, present in person or by proxy, shall constitute\na quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, then either (a) the chair\nof the meeting or (b) the stockholders by the affirmative vote of the holders of a majority of the voting power of our Common Stock present\nin person or by proxy at the meeting entitled to vote thereon, shall have power to adjourn the meeting from time to time, until a quorum\nshall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave\nless than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted\nat the meeting originally called.

Anti-takeover\nEffects of our Charter and Bylaws

Our\nCharter and Bylaws contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that\nthese provisions, which are summarized below, may discourage coercive takeover practices or inadequate takeover bids. These provisions\nare also designed to encourage persons seeking to acquire control to first negotiate with the Board, which we believe may result in an\nimprovement of the terms of any such acquisition in favor of our stockholders. However, they also give the Board the power to discourage\nacquisitions that some stockholders may favor.

Authorized\nbut Unissued Capital Stock

Delaware\nlaw does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of Nasdaq, which would\napply if and so long as our Common Stock remains listed on Nasdaq, require stockholder approval of certain issuances equal to or exceeding\n20% of the then outstanding voting power or then outstanding number of shares of our Common Stock. Additional shares that may be issued\nin the future may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate\nacquisitions.

One\nof the effects of the existence of unissued and unreserved Common Stock may be to enable the Board to issue shares to persons friendly\nto our management, which issuance could render more difficult or discourage an attempt to obtain control of us by means of a merger,\ntender offer, proxy contest or otherwise and thereby protect the continuity of our management and possibly deprive stockholders of opportunities\nto sell their shares of our Common Stock at prices higher than prevailing market prices.

Special\nMeeting, Action by Written Consent and Advance Notice Requirements for Stockholder Proposals

Unless\notherwise required by law, and subject to the rights, if any, of the holders of any series of our preferred stock, special meetings of\nour stockholders may be called only by the Board of Directors or the Chair of the Board or by the secretary following receipt of one\nor more written demands to call a special meeting of stockholders who own, in the aggregate, at least 25% of the voting power of our\nCompany. A special meeting requested by stockholders shall be held at such date and time as may be fixed by the Board of Directors; provided,\nhowever, that the date of any such special meeting shall be not more than 90 days after the request to call the special meeting is\nreceived by the secretary.

The\nBylaws also provide that unless otherwise restricted by our Charter or the Bylaws, any action required or permitted to be taken at any\nmeeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or of such committee, as\nthe case may be, consent thereto in writing or by electronic transmission.

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In\naddition, our Bylaws require advance notice procedures for stockholder proposals to be brought before an annual meeting of the stockholders,\nincluding the nomination of directors. Stockholders at an annual meeting may only consider the proposals specified in the notice of meeting\nor brought before the meeting by or at the direction of the Board, or by a stockholder of record on the record date for the meeting,\nwho is entitled to vote at the meeting and who has delivered a timely written notice in proper form to our secretary, of the stockholder’s\nintention to bring such business before the meeting.

These\nprovisions could have the effect of delaying until the next stockholder meeting any stockholder actions, even if they are favored by\nthe holders of a majority of our outstanding voting securities.

Amendment\nto Certificate of Incorporation and Bylaws

The\nDGCL provides generally that the affirmative vote of a simple majority of the outstanding stock entitled to vote on amendments to a corporation’s\ncertificate of incorporation or bylaws is required to approve such amendment, unless a corporation’s certificate of incorporation\nor bylaws, as the case may be, requires a greater percentage.

Delaware\nAnti-Takeover Statute

In\ngeneral, Section 203 of the DGCL prevents a public company incorporated in Delaware from engaging in a “business combination”\nwith any “interested stockholder” for three years following the time that the person became an interested stockholder, unless,\namong other exceptions, the interested stockholder attained such status with the approval of the Board or holders of two-thirds (66²/₃%)\nof the voting power of the outstanding capital stock held by stockholders unaffiliated with the interested stockholder approve the business\ncombination. A business combination includes, among other things, a merger or consolidation involving the interested stockholder and\nthe sale of more than 10% of the company’s assets. In general, an interested stockholder is any stockholder that, together with\nits affiliates, beneficially owns 15% or more of the company’s stock. A public company incorporated in Delaware is automatically\nsubject to Section 203 unless it opts out in its original corporate charter or pursuant to a subsequent charter or bylaw amendment approved\nby stockholders. Pursuant to our Charter, we opted out of Section 203.

Limitations\non Liability and Indemnification of Officers and Directors

Our\nCharter limits the liability of our directors and officers to the fullest extent permitted by law as it now exists or may hereafter be\namended, and our Bylaws provide that we will indemnify and hold them harmless to the fullest extent permitted by such law. We have entered\ninto indemnification agreements with our directors and officers. Under the terms of such indemnification agreements, we will be required\nto indemnify each of our directors and officers, to the fullest extent permitted by the laws of the state of Delaware, if the basis of\nthe indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director or officer of our Company or any\nof our subsidiaries or was serving at our request in an official capacity for another entity. Any claims for indemnification by our directors\nand officers may reduce our available funds to satisfy successful third-party claims against it and may reduce the amount of money available\nto us.

Exclusive\nJurisdiction of Certain Actions

Our\nCharter provides that, unless we consent in writing to the selection of an alternative forum, (i) the Court of Chancery of the State\nof Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including beneficial owner)\nto bring (a) any derivative action or proceeding brought on behalf of us, (b) any action asserting a claim of breach of a fiduciary duty\nowed by any current or former director, officer or other employee, agent or stockholder to us or our stockholders, (c) any action asserting\na claim against us, our current or former directors, officers, or employees, agents or stockholders arising pursuant to any provision\nof the DGCL or our Charter or our Bylaws (each, as may be amended from time to time), or (d) any action asserting a claim governed by\nthe internal affairs doctrine; and (ii) subject to the preceding provisions and although there is uncertainty as to whether a court would\nenforce such provision, the federal district courts of the United States of America shall be the exclusive forum for the resolution of\nany complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against\nany defendant to such complaint. Our Charter expressly provides that, notwithstanding any provision therein to the contrary, the foregoing\nexclusive forum provision shall not apply to suits brought to enforce any duty or liability created by the Exchange Act, the Securities\nAct, or any other claim for which the federal courts have exclusive jurisdiction. In addition, unless we consent in writing to the selection\nof an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be\nthe exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules and\nregulations promulgated thereunder. For more information and risks about the potential impact of such provision on stockholders, also\nsee “Risk Factors-Risks Related to Being a Public Company.”

Transfer\nAgent and Registrar

The\ntransfer agent and registrar for our Common Stock is Continental Stock Transfer & Trust Company.

Listing

Our\nCommon Stock is listed on the Nasdaq Global Market under the symbol “SVIA” and our Warrants are listed on the Nasdaq Capital\nMarket under the symbol “SVIAW.”

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SECURITIES\nACT RESTRICTIONS ON RESALE OF OUR SECURITIES

Pursuant\nto Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted shares of our Common\nStock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been an\naffiliate of the Company at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange\nAct periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or\n15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.

Persons\nwho have beneficially owned restricted shares of Common Stock for at least six months but who are affiliates at the time of, or at any\ntime during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to\nsell within any three-month period only a number of securities that does not exceed the greater of:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	1%\n of the total number of shares of Common Stock then outstanding; or

	●	the\n average weekly reported trading volume of our Common Stock during the four calendar weeks preceding the filing of a notice on Form\n 144 with respect to the sale.

Sales\nby our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current\npublic information about us.

Restrictions\non the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule\n144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell\ncompanies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to\nthis prohibition if the following conditions are met:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	the\n issuer of the securities that was formerly a shell company has ceased to be a shell company;

	●	the\n issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

	●	the\n issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding\n 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports;\n and

	●	at\n least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status\n as an entity that is not a shell company.

As\na result of the consummation of the Business Combination on December 5, 2025, we are no longer a shell company, and so, once the conditions\nset forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of the above noted restricted securities.

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PLAN\nOF DISTRIBUTION

We\nare registering the shares of Common Stock, including those issuable upon conversion of the Convertible Notes to permit the resale of\nthese shares of Common Stock by the Selling Securityholders from time to time after the date of this prospectus. We are also registering\nthe issuance by us of up to 12,852,478 shares of Common Stock that may be issued upon exercise of the Warrants. We will not receive\nany of the proceeds from the sale by the Selling Securityholders of the shares of Common Stock. We will receive up to an aggregate of\n$147,803,750 from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We will bear all fees\nand expenses incident to our obligation to register the resale of the Common Stock by the Selling Securityholders and the issuance of\nthe Common Stock upon exercise of the Warrants.

The\nSelling Securityholders may sell all or a portion of the shares of Common Stock held by them and offered hereby from time to time directly\nor through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers,\nthe Selling Securityholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of\nCommon Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying\nprices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses\nor block transactions, pursuant to one or more of the following methods:

	●	on\n any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

	●	in\n the over-the-counter market;

	●	in\n transactions otherwise than on these exchanges or systems or in the over-the-counter market;

	●	through\n the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

	●	ordinary\n brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block\n trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as\n principal to facilitate the transaction;

	●	purchases\n by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an\n exchange distribution in accordance with the rules of the applicable exchange;

	●	privately\n negotiated transactions;

	●	short\n sales made after the date the Registration Statement is declared effective by the SEC;

	●	broker-dealers\n may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share;

	●	a\n combination of any such methods of sale; and

	●	any\n other method permitted pursuant to applicable law.

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The\nSelling Securityholders may also sell shares of Common Stock under Rule 144, if available, rather than under this prospectus. In addition,\nthe Selling Securityholders may transfer the shares of Common Stock by other means not described in this prospectus. If the Selling Securityholders\neffect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers\nor agents may receive commissions in the form of discounts, concessions or commissions from the Selling Securityholders or commissions\nfrom purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts,\nconcessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of\ntransactions involved). In connection with sales of the shares of Common Stock or otherwise, the Selling Securityholders may enter into\nhedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging\nin positions they assume. The Selling Securityholders may also sell shares of Common Stock short and deliver shares of Common Stock covered\nby this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Securityholders\nmay also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.

The\nSelling Securityholders may pledge or grant a security interest in some or all of the notes or shares of Common Stock owned by them and,\nif they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common\nStock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision\nof the Securities Act amending, if necessary, the list of Selling Securityholders to include the pledgee, transferee or other successors\nin interest as Selling Securityholders under this prospectus. The Selling Securityholders also may transfer and donate the shares of\nCommon Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling\nbeneficial owners for purposes of this prospectus.

To\nthe extent required by the Securities Act and the rules and regulations thereunder, the Selling Securityholders and any broker-dealer\nparticipating in the distribution of the shares of Common Stock may be deemed to be “underwriters” within the meaning of\nthe Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting\ncommissions or discounts under the Securities Act. At the time a particular offering of the shares of Common Stock is made, a prospectus\nsupplement, if required, will be distributed, which will set forth the aggregate amount of shares of Common Stock being offered and the\nterms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting\ncompensation from the Selling Securityholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under\nthe securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers\nor dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified\nfor sale in such state or an exemption from registration or qualification is available and is complied with.

There\ncan be no assurance that any Selling Securityholder will sell any or all of the shares of Common Stock registered pursuant to the registration\nstatement, of which this prospectus forms a part.

The\nSelling Securityholders and any other person participating in such distribution will be subject to applicable provisions of the Securities\nExchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable,\nRegulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the Selling\nSecurityholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person\nengaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common\nStock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage\nin market-making activities with respect to the shares of Common Stock.

We\nwill pay all expenses of the registration of the shares of Common Stock pursuant to the registration rights agreement, including, without\nlimitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky”\nlaws; provided, however, a Selling Securityholder will pay all underwriting discounts and selling commissions, if any. We will indemnify\nthe Selling Securityholders against liabilities, including some liabilities under the Securities Act in accordance with the registration\nrights agreements or the Selling Securityholders will be entitled to contribution. We may be indemnified by the Selling Securityholders\nagainst civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us\nby the Selling Securityholder specifically for use in this prospectus, in accordance with the related registration rights agreements\nor we may be entitled to contribution.

Once\nsold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the\nhands of persons other than our affiliates.

142

LEGAL\nMATTERS

The\nvalidity of the shares of Common Stock offered hereby will be passed upon, as to matters of Delaware law, for us by Reed Smith LLP.

EXPERTS

The consolidated\nfinancial statements of Silvia, Inc. as of December 31, 2025 and for the period from June 17, 2025 (inception) through December 31, 2025\nincluded in this prospectus have been so included in reliance on the report (which contains an explanatory paragraph regarding the Company’s\nability to continue as a going concern) of MaloneBailey, LLP, an independent registered public accounting firm, given on the authority\nof said firm as experts in auditing and accounting.

CHANGE\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

On\nMarch 27, 2026, the Audit Committee approved the dismissal of MaloneBailey, LLP as our independent registered public accounting firm\nand approved the engagement of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December\n31, 2026. The audit report of MaloneBailey on our consolidated financial statements for the period from June 17, 2025 (inception) through\nDecember 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty,\naudit scope or accounting principles. For that period and the subsequent interim period through the date of dismissal, there were no\ndisagreements with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure or auditing scope\nor procedure, and no reportable events, other than the previously disclosed material weakness in our internal control over financial\nreporting relating to (i) inadequate segregation of duties and effective risk assessment and (ii) insufficient written policies and procedures\nfor accounting and financial reporting with respect to the requirements and application of both generally accepted accounting principles\nand SEC guidelines.

During the fiscal\nyear ended December 31, 2025 and the subsequent interim period through the date of BDO’s engagement, neither the Company nor anyone\nacting on its behalf consulted with BDO regarding (i) the application of accounting principles to a specified transaction, either completed\nor proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or\noral advice was provided to the Company by BDO that was an important factor considered by the Company in reaching a decision as to any\naccounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item\n304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a “reportable event” (as defined in Item 304(a)(1)(v)\nof Regulation S-K).

WHERE\nYOU CAN FIND MORE INFORMATION

We\nfile annual, quarterly and current reports, proxy statements and other information with the SEC. We have also filed with the SEC a registration\nstatement on Form S-1, including exhibits, under the Securities Act with respect to the shares of Common Stock offered by this prospectus,\nand this Post-Effective Amendment to that registration statement. This prospectus is part of the registration statement, but does not\ncontain all of the information included in the registration statement or the exhibits. Our SEC filings are available to the public on\nthe internet at a website maintained by the SEC located at http://www.sec.gov. Those filings are also available to the public\non, or accessible through, our website under the heading “Investor Relations” at www.silvia.com. The information on\nour web site, however, is not, and should not be deemed to be, a part of this prospectus.

143

INDEX\nTO FINANCIAL STATEMENTS

\n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n

	Page
Audited Consolidated Financial\n Statements of Silvia, Inc.:
Report of Independent Registered Public Accounting Firm\n (PCAOB ID No. 206)	F-2
Consolidated Balance Sheet as of December 31, 2025	F-3
Consolidated Statement of\n Operations for the period from June 17, 2025 (inception) through December 31, 2025	F-4
Consolidated Statement of\n Changes in Stockholders’ Equity for the period from June 17, 2025 (inception) through December 31, 2025	F-5
Consolidated Statement of\n Cash Flows for the period from June 17, 2025 (inception) through December 31, 2025	F-6
Notes to Consolidated Financial\n Statements	F-7

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Page
Unaudited\n Condensed Consolidated Financial Statements of Silvia, Inc.:
Condensed\n Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025	F-30
Condensed\n Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and the Period from June 10, 2025 (Inception) through June\n30, 2025 (Unaudited)	F-31
Condensed\nConsolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and the Period from\nJune 10, 2025 (Inception) through June 30, 2025 (Unaudited)	F-32
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and the\nPeriod from June 10, 2025 (Inception) through June 30, 2025 (Unaudited)	F-33
Notes\n to Unaudited Condensed Consolidated Financial Statements	F-34

F-1

REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To\nthe Shareholders and Board of Directors of

ProCap\nFinancial, Inc.

Opinion\non the Financial Statements

We\nhave audited the accompanying consolidated balance sheet of ProCap Financial, Inc. and its subsidiaries (collectively, the\n“Company”) as of December 31, 2025, and the related consolidated statements of operations, changes in\nstockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the\n“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the\nfinancial position of the Company as of December 31, 2025, and the results of their operations and their cash flows for the year\nthen ended, in conformity with accounting principles generally accepted in the United States of America.

Basis\nfor Opinion

These\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal\nsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We\nconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit\nwe are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our\naudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or\nfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides\na reasonable basis for our opinion.

\n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n

/s/ MaloneBailey,\n LLP
www.malonebailey.com
We have served as the Company’s\n auditor since 2025.
Houston, Texas
February 18, 2026

F-2

PROCAP\nFINANCIAL, INC.

CONSOLIDATED\nBALANCE SHEET

AS\nOF DECEMBER 31, 2025

	December\n 31, 2025
ASSETS
Current assets
Cash	$	19,973,574
Cash equivalents		25,002,553
Cash and cash\n equivalents
Restricted cash		149,885,332
Accounts receivable		45,000
Prepaid expenses, current		1,863,216
Prepaid\n expenses and other current assets
Other current assets		257,389
Total\n current assets		197,027,064

Digital assets		441,791,316
Right-of-use asset
Fixed assets, net		52,113
Intangible assets, net
Goodwill
Other non-current assets
Prepaid expenses, non-current		16,250
TOTAL\n ASSETS	$	638,886,743

LIABILITIES AND STOCKHOLDERS’\n EQUITY
Current liabilities
Accounts payable and accrued expenses	$	1,829,984
Conversion feature liability - convertible notes
Convertible notes, net
Lease liability, current
Other current liabilities
Derivative securities liabilities		428,236
Deferred revenue		1,000
Total\n current liabilities		2,259,220
Long-term liabilities
Conversion feature liability - convertible\n notes		2,278,940
Deferred tax liabilities
Lease liability, non-current
Convertible Notes, net		214,171,908
Total long term liabilities
TOTAL LIABILITIES		218,710,068

STOCKHOLDERS’ EQUITY
Preferred stock; 50,000,000 authorized shares; no shares issued and\n outstanding as of December 31, 2025		-
Common stock; $0.001 par value, 550,000,000 authorized shares; 85,166,604\n shares issued and 84,327,208 shares outstanding as of December 31, 2025		85,167
Additional paid-in capital		451,913,639
Treasury stock, at cost, 839,396 shares		(2,846,627	)
Accumulated deficit		(28,975,504	)
Total\n stockholders’ equity		420,176,675
TOTAL\n LIABILITIES AND STOCKHOLDERS’ EQUITY	$	638,886,743

The\naccompanying notes are an integral part of these consolidated financial statements.

F-3

PROCAP\nFINANCIAL INC.

CONSOLIDATED\nSTATEMENT OF OPERATIONS


	For\n the period from \n June\n 17, 2025 \n (inception)\n through \n December\n 31, 2025
Revenue	$	85,000

Operating expenses
General and administrative		7,630,335
Stock-based\n compensation		442,043
Total\n Operating Expenses
Loss from operations		(7,987,378	)

Other income (expense):
Realized loss on sale of digital assets		(54,463,684	)
Realized loss on\n digital assets
Unrealized (loss)\n gain on digital assets
Change in fair value of digital assets		(25,005,384	)
Change in fair value of conversion feature\n - preferred units		56,298,500
Change in fair value of convertible note\n conversion feature		2,350,290
Realized loss on put option\n liability
Gain on extinguishment\n of debt
Change in fair value of derivative securities		106,264
Interest income		259,942
Interest expense		(534,054	)
Other expense, net		(20,988,126	)
Net\n (Loss) Income Before Taxes
Income tax benefit

Net loss	$	(28,975,504	)

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

The\naccompanying notes are an integral part of these consolidated financial statements.

F-4

PROCAP\nFINANCIAL, INC.

CONSOLIDATED\nSTATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR\nTHE PERIOD FROM JUNE 17, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025


	Preferred\n Stock		Common\n Stock			Treasury\n Stock	Additional \n Paid-in	Accumulated		Total\n Stockholders’
	Shares		Amount			Shares	Amount	Shares		Amount		Capital		Deficit		Equity
Balance, June 17, 2025 (inception)		-		$	-		-	$	-		-		$	-		$	-		$	-		$	-
Issuance of common units pursuant\n to the Investment Consulting and Marketing Services Agreement, as recasted		-			-		10,000,000		10,000		-			-			(10,000	)		-			-
Sale of preferred units, net of equity issuance\n costs, as recasted		-			-		63,500,000		63,500		-			-			487,443,979			-			487,507,479
Sale of preferred units, net of equity of issuance\n costs, related party, as recasted		-			-		1,062,500		1,063		-			-			8,156,050			-			8,157,113
Issuance of stock upon consummation of the\n Business Combination		-			-		10,604,104		10,604		-			-			12,180,067			-			12,190,671
Conversion of preferred units to common stock\n at carrying amount		-			-		-		-		-			-			(56,298,500	)		-			(56,298,500	)
Stock-based compensation		-			-		-		-		-			-			442,043			-			442,043
Purchase of treasury stock		-			-				-		(839,396	)		(2,846,627	)		-			-			(2,846,627	)
Net loss		-			-		-		-		-			-			-			(28,975,504	)		(28,975,504	)
Balance, December 31,\n 2025		-		$	-		85,166,604	$	85,167		(839,396	)	$	(2,846,627	)	$	451,913,639		$	(28,975,504	)	$	420,176,675

The\naccompanying notes are an integral part of these consolidated financial statements.

F-5

PROCAP\nFINANCIAL, INC.

CONSOLIDATED\nSTATEMENT OF CASH FLOWS

FOR\nTHE PERIOD FROM JUNE 17, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n\n \n \n\n \n \n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n\n \n \n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For\n the period from \n June\n 17, 2025 \n (inception)\n through \n December\n 31, 2025
CASH FLOWS FROM OPERATING\n ACTIVITIES
Net loss	$	(28,975,504	)
Adjustments to reconcile net loss to net\n cash used in operations:
Unrealized loss (gain)\n on digital assets
Gain on extinguishment\n of debt
Change in fair value of digital assets		25,005,384
Change in fair value of derivative securities\n liability		(106,264	)
Change in fair value of conversion feature\n -preferred units		(56,298,500	)
Change in fair value of convertible note\n conversion feature		(2,350,290	)
Realized loss on sale of digital assets		54,463,684
Change in fair value of\n derivative liability
Stock based compensation		442,043
Depreciation		32,469
Amortization of discount and debt issuance\n costs on Convertible Notes		534,054
Amortization of right-of-use\n asset
Changes in operating assets and liabilities:
Accounts receivable		(45,000	)
Prepaid expenses		(1,879,466	)
Other current assets		(257,389	)
Accounts payable and accrued\n expenses		1,829,984
Deferred tax liabilities
Escrow account
Due to investors
Other non-current assets
Lease\n liability
Deferred revenue		1,000
Due\n to related party		111,981
CASH\n USED IN OPERATING ACTIVITIES		(7,491,814	)

CASH FLOWS FROM INVESTING\n ACTIVITIES
Purchase of digital assets		(983,296,700	)
Proceeds from sale of digital\n assets		462,036,316
Acquisition of CFO Silvia,\n net of cash acquired
Purchase\n of fixed assets		(84,582	)
CASH\n USED IN INVESTING ACTIVITIES		(521,344,966	)

CASH FLOWS FROM FINANCING\n ACTIVITIES
Proceeds from promissory\n note, related party		1,777,581
Payments of promissory\n note, related party		(1,889,562	)
Payments of Convertible\n Notes
Purchase of derivative\n securities
Taxes paid on RSU vesting
Settlement of derivative\n securities
Proceeds from Convertible\n Notes, net of debt discount		227,950,000
Payment of debt issuance\n costs		(9,682,916	)
Proceeds from derivative\n securities		534,500
Proceeds\n from issuance of preferred units
Proceeds from reverse recapitalization,\n net		12,190,671
Purchase of treasury stock		(2,846,627	)
Proceeds from sale of preferred\n units, net		487,507,479
Proceeds\n from sale of preferred units by related party		8,157,113
CASH\n PROVIDED BY FINANCING ACTIVITIES		723,698,239

NET CHANGE IN CASH AND RESTRICTED CASH		194,861,459
Cash,\n cash equivalents and restricted cash, beginning of period		-
Cash,\n cash equivalents and restricted cash, end of period	$	194,861,459

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheet:
Cash	$	19,973,574
Cash equivalents		25,002,553
Restricted cash		149,885,332
Total cash, cash equivalents, and restricted cash	$	194,861,459

Supplemental disclosure\n of non-cash activities:
Conversion of due to\n related party to a promissory note, related party	$	111,981
Initial recognition\n of conversion feature liability - convertible notes	$	4,629,230
Conversion of preferred\n units to common stock	$	56,298,500
Issuance of common units pursuant to the Investment Consulting and Marketing Services Agreement, as recasted	$	10,000

The\naccompanying notes are an integral part of these consolidated financial statements.

F-6

PROCAP\nFINANCIAL, INC.

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

FOR\nTHE PERIOD FROM JUNE 17, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025

Note\n1. Organization

Description\nof Business

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

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

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

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

Note\n2. Liquidity and Capital Resources

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

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

\n\n\n

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

F-7

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

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

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

Note\n3. Summary of Significant Accounting Policies

Basis\nof Presentation

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

Principles\nof Consolidation

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

\nUse of Estimates

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

Making\nestimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate is the effect of\na condition, situation or set of circumstances that existed at the date of the financial statements, which could change in the near term\ndue to one or more future confirming events. Significant accounting estimates include valuations of derivative liabilities and the valuations\nof share-based awards. Accordingly, the actual results could differ significantly from those estimates.

Segment\nInformation

ASC\n280, “Segment Reporting” (“ASC 280”), defines operating segments as components of an enterprise where discrete\nfinancial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding\nhow to allocate resources and in assessing performance. The Company operates as a single operating segment. The Company’s CODM\nis the Chief Executive Officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources.\nThe CODM uses cash flows as the primary measure to manage the business and does not segment the business for internal reporting or decision\nmaking.

F-8

Concentration\nof Credit Risk

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

Cash\nand Cash Equivalents

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

Restricted\nCash

The\nCompany classifies cash as restricted cash when it is held in a separate bank account and its withdrawal or general use is legally restricted,\nor when a portion of cash is designated as collateral. The Company had restricted cash of $149,885,332 as of December 31, 2025, which\nrepresented $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\nas collateral for the derivative security, refer to Note 14 for additional information.

Fixed\nAssets, net

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

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

Prepaid\nExpenses

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

Fair\nvalue measurement

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

Level\n1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities.

F-9

Level\n2 — Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities either directly\nor indirectly.

Level\n3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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

Digital\nassets

As\na result of the adoption of ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and\nDisclosure of Crypto Assets (“ASU 2023-08”), the Company accounts for its qualifying crypto assets within the scope of ASC\n350-60. Accordingly, such crypto assets are measured at fair value at each reporting date.

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

Changes\nin the fair value of digital assets are recognized in change in fair value of digital assets within other income (loss) in the consolidated\nstatement of operations. When the Company sells digital assets, realized gains or losses are measured as the difference between the cash\nproceeds received and the carrying value of the digital assets sold, as determined using the first-in, first-out (“FIFO”)\nmethod. 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\nprimary treasury reserve asset. Based on this strategy, the Company classifies its digital assets as non-current assets on the consolidated\nbalance sheet. As of December 31, 2025, the Company held its Bitcoin with third-party custodians, consisting of approximately 2,500 Bitcoin\nheld with Anchorage Digital Bank, N.A. and approximately 2,500 Bitcoin held with BitGo Trust Company, Inc. The Company retains control\nover the underlying digital assets held with these custodians. The Company has entered into derivative contracts, including Bitcoin selling\nput option contracts, as part of a broader Bitcoin treasury and income generating strategy to manage exposure to fluctuations in the market\nprice of Bitcoin or for trading purposes. The put options sold provide the right to buy Bitcoin at a specified strike price on a stated\nmaturity date. The contracts to date have been exchange-traded and may be cash-settled or physically settled. These instruments are accounted\nfor separately as derivatives and are not considered digital assets. Gains and losses related to the derivative contracts are recognized\nin other income (expense) on the consolidated statement of operations.

F-10

Accounts\nPayable and Accrued Expenses

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

Derivative\nLiabilities

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

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

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

Revenue\nRecognition Policy

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

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

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

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

F-11

Accounts\nReceivable

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

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

Warrants

The\nCompany determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether\nthe warrants meet liability classification in accordance with ASC 480, Accounting for Certain Financial Instruments with Characteristics\nof both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815, Derivatives and Hedging (“ASC\n815”). Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.\nThere were no changes in the number of warrants issued and outstanding as of December 31, 2025 there are 12,500,000 Public Warrants and\n352,500 Private Placement Warrants outstanding.

Convertible\nDebt

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

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

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

Stock-based\nCompensation

The\nCompany accounts for its stock-based compensation awards in accordance with ASC 718, Compensation - Stock Compensation (“ASC\n718”). ASC 718 requires companies to measure the cost of employee and non-employee services received in exchange for an award of\nan equity instrument to be recognized as expense in the statement of operations based on their grant award date fair values. Stock-based\ncompensation expense is recognized on a straight-line basis over the requisite service period.

F-12

Net\nLoss Per Share

The\nCompany 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\nall entities with complex capital structures and requires a reconciliation of the numerator and the denominator of the basic EPS computation\nto the numerator and denominator of the diluted EPS. Basic net loss per share\nis 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\npotentially dilutive share issuance in the denominator. For the period from June 17, 2025 (inception) through December 31, 2025, all potentially\ndilutive securities were not included in the calculation of diluted net loss per share as their effect would be anti-dilutive.

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

Schedule\nof Computation of Basic and Dilutive Net Loss Per Share

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

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

Denominator:
Weighted average number\n of shares of common stock outstanding, basic and diluted		73,685,031
Net loss per common\n 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:

Schedule\nof Computation of Net Loss Per Common Stock

\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n


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\ntaxes

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

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

Treasury\nStock

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

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

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

F-13

Recent\naccounting pronouncements

Recently\nAdopted Accounting Pronouncements:

ASU\n2023-08 — Accounting for and Disclosure of Crypto Assets

In\nDecember 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-08,\nIntangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. ASU\n2023-08 requires entities to subsequently measure certain crypto assets at fair value at each reporting date, with changes in fair value\nrecognized in net income. The guidance also requires enhanced disclosures regarding significant crypto asset holdings. The Company adopted\nASU 2023-08 effective June 17, 2025. Upon adoption, qualifying digital assets are measured at fair value as of each reporting period.

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

Recent\nAccounting Pronouncements, not yet adopted:

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

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

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

Note\n4. Recapitalization

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

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

1.\nAs consideration for the Company Merger, Seller and Jeffrey Park, who were holders of all the common units of ProCap, received 10,000,000\nshares of common stock, par value $0.001 per share of the Company (“Pubco Stock”) (the “Common Merger Consideration\nShares”). As consideration for the Company Merger, holders of the non-voting preferred units of ProCap received an aggregate number\nof Pubco Stock equal to the product of (A) the number of preferred units outstanding prior to the Company Merger multiplied by (B) 1.25,\nor 64,562,500 shares.

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

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

\n\n \n \n \n\n\n \n \n \n

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

F-14

\n\n \n \n \n\n\n \n \n \n

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

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

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

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


Cash - trust and cash, net of redemptions	$	15,992,015
Less: transaction expenses\n 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,\n net	$	12,190,671

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

Schedule\nof Pubco Stock Issued

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Columbus Circle Capital Corp I\n public shares outstanding prior to the Business Combination	25,000,000
Less: Redemption of\n 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\n outstanding	8,333,333
Columbus Circle Capital Corp I private placement\n shares outstanding	265,000
Columbus Circle Capital Corp I representative\n shares outstanding	440,000
Business combination shares – ProCap common shares after conversation ratio	74,562,500
Common stock available\n immediately after the Business Combination	85,166,604

F-15

The\nnumber of ProCap shares was determined as follows:

Schedule\nof ProCap Shares Details

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

Public\nand private placement warrants

The\n12,500,000 public warrants issued at the time of CCCM’s initial public offering (the “Public Warrants”) and the 352,500\nwarrants issued in connection with the private placement at the time of CCCM’s initial public offering (the “Private Placement\nWarrants”) remained outstanding and became warrants for the Company.

Redemption

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

Note\n5. Digital Assets

The\nfollowing table sets forth the units held, cost basis and fair value of crypto assets held, as shown on the balance sheet as of December\n31, 2025:

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

Schedule\nof Significant Digital Assets Holdings

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

The\nfollowing table presents a reconciliation of the fair values of the Company’s digital assets held for the period from June 17,\n2025 (inception) through December 31, 2025, based on the fair value model under ASU 2023-08:

Schedule\nof Reconciliation of digital assets

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Fair\n 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\n digital assets		(25,005,384	)
Digital assets fair value as of December\n 31, 2025	$	441,791,316

F-16

Note\n6. Prepaid Expenses and Other Current Assets

Prepaid\nexpenses and other current assets consisted of the following:

Schedule\nof Prepaid Expenses and Other Current Assets

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

Prepaid expenses - non-current	$	16,250

Other current assets:
Interest receivable	$	257,389

Note\n7. Fixed Assets

Fixed\nassets consist of the following:

Schedule\nof Fixed Assets

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

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

F-17

Note\n8. Debt

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

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

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

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

Schedule\nof Convertible Note

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

\n\n

(1)

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

\n\n

(2)

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

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

Schedule\nof Loan Maturities

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

F-18

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

Schedule\nof Disaggregation of Interest Expense

\n \n \n \n \n \n \n \n \n \n \n \n \n

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

Note\n9. Income Taxes

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

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

Schedule\nof Effective Income Tax Rate Reconciliation

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As\n 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)\n for income taxes		0.0	%

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

Schedule\nof Deferred Income Tax Assets and Liabilities

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As of \nDecember 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\n Feature		(493,561	)
Change in Fair Value of\n Derivative Securities		(22,315	)
Net operating losses		17,907,487
Valuation Allowance		(17,907,487	)
Deferred\n Tax Asset (Liability)	$	-

F-19

Valuation\nAllowance Roll Forward

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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\nvaluation allowance for deferred tax assets, including net operating losses, is recognized when it is more likely than not that some\nor all of the benefit from the deferred tax asset will not be realized. To assess that likelihood, we use estimates and judgment\nregarding our future taxable income, and we consider the tax consequences in the jurisdiction where such taxable income is\ngenerated, to determine whether a valuation allowance is required. Such evidence can include our current financial position, our\nresults of operations, both actual and forecasted, the reversal of deferred tax liabilities, and tax planning strategies as well as\nthe current and forecasted business economics of our industry. As of December 31, 2025, the Company’s deferred tax\nassets consisted primarily of $13.0\nmillion related to federal net operating loss carry forwards, $5.3\nmillion related to changes in the fair value of digital assets, and $0.2\nmillion related to stock-based compensation and interest expense, partially offset by deferred tax liabilities related to changes in\nthe fair value of convertible note conversion features and derivative securities. The resulting gross deferred tax assets were\nfully offset by a valuation allowance, resulting in no net deferred tax asset or liability as of December 31, 2025.

When\nmore than a 50% change in ownership occurs, over a three-year period, as defined, the Tax Reform Act of 1986 limits the utilization of\nnet operating loss carry forwards in the years following the change in ownership. In December 2025, the Company issued common stock to\nvarious parties in connection with the business combination. A Section 382 ownership study has not been completed yet. The management\nwill 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\nhave evaluated whether there were material uncertain tax positions requiring recognition in our financial statements. As of December\n31, 2025, the Company has not identified unrecognized tax benefits that would favorably affect the effective tax rate if resolved in\nthe Company’s favor and the Company recognized $0\nuncertain tax liability.

Note\n10. Revenue from Contracts with Customers

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

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

Customer\npayments are typically due upfront or within 30 days of service commencement. Consideration is generally fixed, and the Company does\nnot have material variable consideration, noncash consideration, or significant financing components.

Significant\nJudgments

Significant\njudgments affecting the amount and timing of revenue recognition include:

\n\n\n\n\n

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

Costs\nto Obtain or Fulfill a Contract

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

F-20

Remaining\nPerformance Obligations

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

Note\n11. Fair Value Measurements

The\nfollowing table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis and\nthe Company’s estimated level within the fair value hierarchy of those assets and liabilities as of December 31, 2025:

Schedule of Assets and Liabilities Measured at Fair Value

\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

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

Digital\nAssets

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

Conversion\nFeature Liability - Convertible Notes

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

Schedule\nof Key Input Measurement For Fair Value

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As\n of \n December\n 5, 2025 \n (Initial)			As\n of \n December\n 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	%

F-21

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

Schedule\nof Roll Forward Convertible Notes

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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\n 31, 2025	$	2,278,940

Derivative\nLiability - Preferred Units

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

Schedule\nof Key Input Measurement For Fair Value

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As\n of \n June\n 23, 2025 \n (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\nfollowing table presents a roll-forward of the Derivative Liability – Preferred Units for the period from June 17, 2025\n(inception) through December 31, 2025:

Schedule\nof Roll Forward Derivatve Liability

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Preferred\n Units
	Derivative\n 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\n 31, 2025	$	-

Derivative\nSecurities Liabilities

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

F-22

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

Schedule\nof Roll Forward Derivative Liability, Put Option

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Fair\n value
As of June 17, 2025 (inception)	$	-
Premiums received on sold BTC put\n 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\nNote 3 above for a description of the Company’s accounting policies.

Note\n12. Stockholders’ Equity

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

Common\nstock — The Company is authorized to issue 550,000,000 shares of common stock with a par value of $0.001 per share. As\nof December 31, 2025, there were 85,166,604 shares of common stock issued and 84,327,208 shares of common stock outstanding (see Note\n4). Each share of common stock entitles the holder to one vote.

Treasury\nstock — On December 11, 2025, the Board of Directors of ProCap Financial, Inc. (the “Company”) approved a share\nrepurchase program (the “2025 Repurchase Program”) providing for the repurchase of up to $100 million of the Company’s\noutstanding shares of common stock, par value $0.001 per share (the “Common Stock”). Under the 2025 Repurchase Program, the\nCompany is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions, accelerated\nshare repurchases, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and\nunder Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The 2025 Repurchase Program does\nnot obligate the Company to repurchase shares of Common Stock and the specific timing and amount of repurchases will vary based on available\ncapital resources and other financial and operational performance metrics, market conditions, securities law limitations and other factors.

In\nconnection with the 2025 Repurchase Program, on December 12, 2025, the Company entered into an Open Market Share Repurchase Agreement\n(the “Repurchase Agreement”) with TD Securities Inc. (the “Broker”) whereby the Broker has agreed to act as a\nnon-exclusive agent on behalf of the Company to repurchase shares of Common Stock in the open market pursuant to Rule 10b5-1 and Rule\n10b-18 of the Exchange Act. The Repurchase Agreement will continue in effect until terminated by either the Company or the Broker, with\nor 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\nof Common Stock repurchased pursuant to the Repurchase Agreement.

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

Warrants\n— As part of CCCM’s initial public offering, CCCM issued warrants to third party investors where each whole warrant\nentitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50 per share (the “Public\nWarrants”). Simultaneously with the closing of the initial public offering CCCM completed the private sale of warrants where each\nwarrant allows the holder to purchase one share of the Company’s common stock at $11.50 per share (the “Private Placement\nWarrants”). The warrants cannot be exercised until 30 days after the completion of the business combination, and will expire at\n5:00pm, New York City time, December 5, 2030. As of December 31. 2025, there were 12,500,000 Public Warrants and 352,500 Private Placement\nWarrants.

F-23

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

The\nCompany may redeem the outstanding warrants:

●\nin whole and not in part;

●\nat a price of $0.01 per warrant;

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

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

Note\n13. Share-Based Compensation

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

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

Restricted\nStock Units

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

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

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

Schedule\nof Restricted Stock Unit

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

F-24

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

Schedule\nof Activity Restricted Stock Units

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

As\nof December 31, 2025, there were 8,220,000 restricted stock units outstanding. As of December 31, 2005, unrecognized compensation cost\nrelated 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\nyears. Stock-based compensation expense related to RSUs recognized during the period from June 17, 2025 (inception) through December\n31, 2025 was $442,043, and is included in the accompanying consolidated statements of operations.

Schedule\nOf Time Based RSU

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

Schedule\nOf Market-based RSU

Note\n14. Commitments and Contingencies

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

Non-Competition\nAgreement

Contemporaneously\nwith the execution and delivery of the Business Combination Agreement, ProCap BTC, CCCM, the Company and Mr. Anthony Pompliano\nentered into a Non-Competition and Non-Solicitation Agreement, pursuant to which, until the earlier of (i) the date that is eighteen\n(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\nto be a Control Person of the Company or ProCap BTC, Mr. Pompliano will not, directly or indirectly, become a Control Person of\na public company with a primary portion of its business comprised of pursuing a Bitcoin treasury strategy program. For purposes of the\nNon-Competition Agreement, “Control Person” shall mean (x) the chairman of a board of directors, chief executive officer\nor president, or (y) the owner of such equity interests or right to acquire equity interests of a Person which entitles the holder thereof\nto the ability to manage or control such Person.

Services\nAgreement

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

F-25

Preferred\nEquity Subscription Agreement

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

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

Sponsor\nEarnout Agreement

On\nDecember 3, 2025, the Company and Sponsor entered into an agreement (the “Sponsor Earnout Agreement”), providing that\n8,333,333 shares of Pubco Stock (such shares subject to earnout, the “Earnout Founder Shares”), representing all of\nthe shares of Pubco Stock issuable to the Sponsor or its transferees in exchange for their Class B ordinary shares of CCCM (“Class\nB Ordinary Shares”) upon the Closing, shall be subject to transfer restrictions set forth in the Sponsor Earnout Agreement\n(the “Sponsor Transfer Restrictions”) and shall vest and be released from such restriction only if certain price targets\nare achieved during the 2-year period following the Closing (the “Earnout Period”).

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

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

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

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

Notwithstanding\nthe foregoing, in the event that during the Earnout Period, the Company is subject to a change of control and the implied consideration\nper share of Pubco Stock pursuant to which the Company or its stockholders have the right to receive in such change of control equals\nor exceeds $10.21 (or the equivalent fair market value thereof, as determined by the board of directors of the Company following the\nClosing in good faith, in the event of any non-cash consideration), then, all of the Earnout Founder Shares that have not previously\nvested will vest and shall no longer be subject to the Sponsor Transfer Restrictions.

F-26

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

Effective\nDecember 3, 2025, the Company and Seller entered into an agreement (the “Seller Earnout Agreement”), providing that\n9,500,000 shares of Pubco Stock (such shares subject to earnout, the “Earnout Seller Shares”), representing all of\nthe shares of Pubco Stock otherwise issuable to the Seller upon the Closing, shall be subject to the transfer restrictions set forth\nin the Seller Earnout Agreement (the “Seller Transfer Restrictions”) and shall vest and be released from such restriction\nonly if certain price targets are achieved during the Earnout Period. The Seller Earnout Agreement provides that the Earnout Seller Shares\nshall vest and shall no longer be subject to the Seller Transfer Restrictions as follows:

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

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

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

Notwithstanding\nthe foregoing, in the event that during the Earnout Period, the Company is subject to a change of control and the implied consideration\nper share of Pubco Stock pursuant to which the Company or its stockholders have the right to receive in such change of control equals\nor exceeds $10.21 (or the equivalent fair market value thereof, as determined by the board of directors of the Company following the\nClosing in good faith, in the event of any non-cash consideration), then, all of the Earnout Seller Shares that have not previously vested\nshall vest and shall no longer be subject to the Seller Transfer Restrictions.

Put\nOption Derivative Liability

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

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

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

F-27

The\nfollowing table details the terms of the option transactions:

Schedule\nof Option Transactions

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

Note\n15. Related Party Transactions

As\npart of the Preferred Equity Subscription Agreements, Inflection Points purchased 850,000\npreferred 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\nJune 30, 2025, the Company entered into a promissory note (the “Promissory Note”) with Inflection Points, an entity under\ncommon control, for a principal sum of up to $1,000,000. On July 11, 2025, the Company entered into an amended and restated promissory\nnote, to ensure the Company and Procap BTC are listed as recipients of the funds. On October 5, 2025, the Company entered into the second\namended and restated the promissory note, to increase the allowable principal draws to be up to $2,000,000. During the period from June\n17, 2025 (inception) through December 31, 2025, the Company received $1,777,581 of proceeds from the related-party Promissory Note and\nmade $1,889,562 of repayments, as reflected in the accompanying consolidated statements of cash flows. In addition, $111,981 of amounts\ndue to a related party were converted into the Promissory Note, which is presented as a non-cash financing activity. The Promissory Note\nbears no stated interest and was payable on the earlier of May 31, 2026 or the date on which the Company consummated the business combination.\nOn December 5, 2025, in connection with the closing of the Business Combination, the Company repaid the outstanding balance of the Promissory\nNote. As of December 31, 2025, the outstanding balance on the Promissory Note was $0.

On\nOctober 1, 2025, the Company entered into a commercial sublease agreement with Inflection Points. The sublease terms allow the Company\nto occupy the premises on a month-to month arrangement starting on October 1, 2025, and ending upon notice of 60 days from either party\nto the other party. The monthly rent payment under the agreement is $19,600. For the period from June 17, 2025 (Inception) through December\n31, 2025, the Company recorded $58,800 of rent expense in the consolidated statement of operations.

Note\n16. Segment Information

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

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

F-28

Additionally,\nthe 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\nof Bitcoin

\n \n \n \n \n \n \n

As\n of

December\n 31, 2025

Digital Assets

441,791,316

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

Schedule of Segment Expenses

\n \n \n \n \n \n \n \n \n \n

For\n the period from

June\n 17, 2025

(inception)\n to

December\n 31, 2025

General and administrative

7,630,335

Schedule\nof Significant Segment Expenses

Note\n17. Leases

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

Lease\nexpense for this month-to month lease is recognized on a straight-line basis and were $19,600 per month for the period from October\n2025 to December 2025. Because the lease is cancellable at any time with no significant penalty, the Company is not committed to future\nminimum lease payments beyond the monthly term.

Schedule of Lease Cost

Schedule of Supplemental Cash Flows Information Related\nto Operating Lease

Schedule of Future Minimum Lease Payments Under the\nOperating Lease

Schedule of Cash Flow Information Related to Operating Lease

Note\n18. Subsequent events

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

Non-recognized\nSubsequent Events:

Convertible\nNote Repurchase

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

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

Pursuant\nto 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\ncash is treated as 1.00 to 1.00. As of February 12, 2026, the Company’s collateral composition is as follows: (i)\n3,000 Bitcoin and (ii) $26,722,563 in cash, the total amount of which complies with the terms of the Indenture. This\ncollateral composition is subject to change to account for market conditions, including the price of Bitcoin.

Share\nRepurchases

Subsequent\nto year end and through February 12, 2026, the\nCompany repurchased 904,433\nshares of common stock in the open market for $3,190,663,\nincluding commissions, at an average price of $3.53\nper share. Total shares outstanding after the repurchase were 83,422,775\nas of February 12, 2026.

Derivative Securities Liabilities

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

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

\nAgreement and Plan of Merger

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

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

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

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

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

F-29

PROCAP\nFINANCIAL, INC.

CONDENSED\nCONSOLIDATED BALANCE SHEETS

(in\nthousands, except for share and per share data)

	June 30, 2026 \n (unaudited)			December\n 31, 2025
ASSETS
Current Assets:
Cash and cash\n equivalents	$	15,338			$	44,976
Restricted cash		-				149,885
Prepaid\n expenses and other current assets		1,698				2,166
Total current assets		17,036				197,027
Digital assets		313,378				441,791
Right-of-use asset		961				-
Fixed assets, net		304				52
Intangible assets, net		14,095				-
Goodwill		12,671				-
Other non-current assets		7				16
Total\n Assets	$	358,452			$	638,886

Liabilities and Stockholders’\n Equity
Current Liabilities
Accounts payable and accrued\n expenses	$	1,655			$	1,831
Conversion feature liability - convertible notes		23				-
Convertible notes, net		92,256				-
Lease liability, current		298				-
Other current liabilities		112				1
Derivative securities liabilities		-				428
Total current liabilities		94,344				2,260
Conversion feature liability - convertible\n notes		-				2,278
Convertible notes, net		-				214,172
Deferred tax liabilities		578				-
Lease liability, non-current		736				-
Total long term liabilities		1,314				216,450

Total\n liabilities	$	95,658			$	218,710

Stockholders’ Equity
Preferred stock; 50,000,000 authorized shares; no shares issued and\n outstanding as of June 30, 2026 and December 31, 2025		-				-
Common stock; $0.001 par value; 550,000,000 authorized shares; 94,651,912\n 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\n of December 31, 2025		94				85
Treasury stock, at cost; 6,077,426 shares and 839,396 shares as of June\n 30, 2026 and December 31, 2025, respectively		(15,600	)			(2,847	)
Additional paid-in capital		480,082				451,914
Accumulated deficit		(201,782	)			(28,976	)
Total stockholders’\n equity		262,794				420,176
Total\n liabilities and stockholders’ equity	$	358,452			$	638,886

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-30

PROCAP\nFINANCIAL, INC.

CONDENSED\nCONSOLIDATED STATEMENTS OF OPERATIONS

(in\nthousands, except for share and per share data, unaudited)

\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


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

Revenue	$	37			$	38		$	-

Operating Expenses
General and administrative		11,304				15,556			8
Stock-based compensation		3,723				7,263			-
Total\n Operating Expenses		15,027				22,819			8
Operating Loss		(14,990	)			(22,781	)		(8	)

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

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

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

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

Weighted average number of shares of common stock outstanding, basic		89,394,753				86,164,488			3,809,524
Net (loss) income per common stock,\n basic	$	(0.73	)		$	(2.01	)	$	6.46

Weighted average number of shares of common stock outstanding diluted		89,394,753				86,164,488			28,404,762
Net (loss) income per\n common stock, diluted	$	(0.73	)		$	(2.01	)	$	0.50

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-31

PROCAP\nFINANCIAL, INC.

CONDENSED\nCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in\nthousands, except for share and per share data, unaudited)

Three Months Ended June 30, 2026


	Preferred Stock		Common Stock			Treasury Stock	Additional Paid In	Accumulated		Total \n Stockholders’
	Shares		Amount			Shares	Amount	Shares		Amount		Capital		Deficit		Equity

Balance as of March 31, 2026		-		$	-		85,563,025	$	85		(3,506,452	)	$	(10,845	)		454,443		$	(136,735	)	$	306,948
Stock-based compensation		-			-		-		-		-			-			3,723			-			3,723
Issuance of common stock upon settlement of RSU		-			-		671,936		1		-			-			(1	)		-			-
Purchase of treasury stock		-			-		-		-		(2,570,974	)		(4,755	)		-			-			(4,755	)
Shares issued on acquisition of Silvia		-			-		8,416,951		8								21,917						21,925
Net loss		-			-		-		-		-			-			-			(65,047	)		(65,047	)
Balance as of June 30, 2026		-		$	-		94,651,912	$	94		(6,077,426	)	$	(15,600	)	$	480,082		$	(201,782	)	$	262,794

Six\nMonths Ended June 30, 2026

	Preferred Stock		Common Stock			Treasury Stock	Additional Paid In	Accumulated		Total \n Stockholders’
	Shares		Amount			Shares	Amount	Shares		Amount		Capital		Deficit		Equity

Balance as of December 31, 2025		-		$	-		85,166,604	$	85		(839,396	)	$	(2,847	)		451,914		$	(28,976	)	$	420,176
Stock-based compensation		-			-		-		-		-			-			7,263			-			7,263
Issuance of common stock upon settlement of RSU, net of tax		-			-		1,068,357		1		-			-			(1,012	)		-			(1,011	)
Purchase of treasury stock		-			-		-		-		(5,238,030	)		(12,753	)		-			-			(12,753	)
Shares issued on acquisition of Silvia		-			-		8,416,951		8								21,917			-			21,925
Net loss		-			-		-		-		-			-			-			(172,806	)		(172,806	)
Balance as of June 30, 2026		-		$	-		94,651,912	$	94		(6,077,426	)	$	(15,600	)		480,082		$	(201,782	)	$	262,794

For\nthe period from June 10, 2025 (inception) to June 30, 2025


	Preferred Stock		Common Stock			Treasury Stock	Retained	Total Stockholders’
	Units		Amount			Units	Amount	Shares		Amount		Earnings		Equity

Balance, June 10, 2025 (inception)		-		$	-		-	$	-		-		$	-	$	-	$	-
Issuance of common units pursuant to the Investment Consulting and Marketing Services Agreement		-			-		10,000,000		-		-			-		-		-
Issuance of preferred units		50,800,000			451,702		-		-		-			-		-		451,702
Issuance of preferred units, related party		850,000			8,500		-		-		-			-		-		8,500
Net Profit		-			-		-		-		-			-		24,618		24,618
Net profit\n (loss)		-			-		-		-		-			-		24,618		24,618
Balance as of June 30, 2025		51,650,000		$	460,202		10,000,000	$	-		-		$	-	$	24,618	$	484,820

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-32

PROCAP\nFINANCIAL, INC.

CONDENSED\nCONSOLIDATED STATEMENTS OF CASH FLOWS

(in\nthousands, unaudited)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Six\n Months Ended			Period from \n June 10, 2025 \n (Inception) through
	June\n 30, 2026			June\n 30, 2025
Cash flows from operating\n activities:
Net (loss) income	$	(172,806	)		$	24,618
Adjustments to reconcile\n net (loss) income to net cash used in operating activities:
Unrealized loss (gain)\n on digital assets		154,829				(14,296	)
Gain on extinguishment\n of debt		(5,933	)			-
Stock based compensation		7,263				-
Depreciation and amortization\n expenses		1,249				-
Amortization of discount\n and debt issuance costs on Convertible Notes		1,860				-
Realized loss on digital\n assets		2,676				-
Change in fair value of\n derivative liability		-				(10,330	)
Realized loss on put option\n liability		914				-
Change in fair value of\n convertible notes conversion feature		(946	)			-
Amortization of right-of-use\n asset		128				-
Changes in operating assets\n and liabilities:
Accounts payable and other\n current liabilities		(1,717	)			6
Deferred tax liabilities		(2,504	)			-
Escrow account		-				(1,000	)
Due to investors		-				1,000
Prepaid expenses and other\n current assets		483				(10	)
Other non-current assets		18				-
Due to related party		-				12
Lease\n liability		(55	)			-
Net\n cash used in operating activities		(14,541	)			-

Cash flows from investing\n activities:
Purchases of digital assets		(35,953	)			(476,000	)
Sales of digital assets		6,861				-
Acquisition of CFO Silvia,\n net of cash acquired		(1,326	)			-
Purchases\n of fixed assets		(306	)			-
Net\n cash used in investing activities		(30,724	)			(476,000	)
Cash flows from financing\n activities:
Payments of Convertible\n Notes		(119,152	)			-
Purchase of treasury stock		(12,753	)			-
Purchase of derivative\n securities		(1,653	)			-
Taxes paid on RSU vesting		(1,011	)			-
Settlement of derivative\n securities		(578	)			-
Proceeds from derivative\n securities		889				-
Proceeds\n from issuance of preferred units		-				476,000
Net\n cash (used in) provided by financing activities		(134,258	)			476,000

Net decrease in cash and\n cash equivalents		(179,523	)			-
Cash, cash equivalents,\n and restricted cash, beginning of period		194,861				-
Cash and cash equivalents,\n end of period	$	15,338				-

Non-cash investing and financing\n activities:
Common stock issued as\n consideration for CFO Silvia Acquisition	$	(15,992	)		$	-
Share-settled earnout consideration\n for CFO Silvia Acquisition		(5,933	)
Contribution of digital\n assets for preferred units		-				32,000
Contribution of digital\n assets for preferred units, related party		-				8,500
Initial recognition of\n conversion feature liability		-				56,299
Conversion of due to related\n party to a promissory note, related party		-				12

The\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-33

PROCAP\nFINANCIAL, INC.

NOTES\nTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note\n1. Organization

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

On December 5, 2025, the Company\ncompleted a business combination with Columbus Circle Capital Corp I (“CCCM”) (the “Transaction”), which was\naccounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”).\nProCap BTC, LLC (“ProCap BTC”) was determined to be the accounting acquirer and CCCM was treated as the acquired company\nfor financial reporting purposes. The Company was deemed to be the accounting acquirer based on Accounting Standard Update No.\n2025-03. Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition\nof a Variable Interest Entity, which we early adopted. Following the Transaction, ProCap became the publicly traded parent\ncompany, and ProCap BTC became its operating subsidiary. As a result, the historical financial statements of ProCap BTC became the\nhistorical financial statements of the Company. Accordingly, the comparative financial information presented for periods prior to\nthe Transaction, including the period from June 10, 2025 (inception) through June 30, 2025, reflects the historical results of\nProCap BTC.

In April 2026, the Company expanded its strategic\nfocus through investments in AI-enabled financial technology solutions designed to enhance portfolio analysis, financial planning, and\ninvestor decision support. As part of this initiative, the Company launched ProCap Insights, an agentic financial research offering,\nand acquired CFO Silvia, Inc. (“CFO Silvia”), an AI agent lab focused on finance. The acquisition was completed on April\n6, 2026, (the “Acquisition Date”), and CFO Silvia became a wholly owned subsidiary of the Company, see Footnote 3 – CFO Silvia\nAcquisition for additional information.

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

Note\n2. Summary of Significant Accounting Policies

Basis\nof Presentation

The\naccompanying 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,\nthey do not include all information and disclosures required by GAAP for complete annual financial statements. In the opinion of management,\nall adjustments considered necessary for a fair presentation of the interim periods presented have been included.

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

F-34

Principles\nof Consolidation

The\naccompanying unaudited condensed consolidated financial statements include the accounts of ProCap Financial, Inc. and the Company’s\nwholly-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\nstatements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and\ndisclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during\nthe reporting period.

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

Liquidity\nand Capital Resources

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

Business\nCombinations

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

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

Intangible\nAssets, net

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

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

Schedule\nof Carrying Value of Intangible Assets

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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\n assets, net	$	14,095

Goodwill

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

Leases

The\nCompany accounts for leases in accordance with ASC 842, Leases. At contract inception, the Company determines whether an arrangement\ncontains 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\nconsideration. The Company has elected the practical expedient under ASC 842 to account\nfor lease and non-lease components as a single lease component for its studio lease. Variable payments associated with cleaning services,\nutilities, building amenities, and other operating costs are recognized as lease expense in the period incurred and are not included in\nthe measurement of the lease liability.

F-35

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

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

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

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

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

Recent\nAccounting Pronouncements, recently adopted:

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

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

Recent\nAccounting Pronouncements, not yet adopted:

In December 2024, the FASB issued ASU No. 2024-03,\nIncome Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The update improves\nfinancial reporting by requiring that public business entities disclose additional information about certain costs and expenses categories:\n(a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion,\nand amortization in the notes to financial statements at interim and annual reporting periods. This update is effective for fiscal years\nbeginning after December 15, 2026, and early adoption is permitted. Additionally, in January 2025, the FASB issued ASU No. 2025-01, Income\nStatement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). ASU No. 2025-01 amends\nthe effective date of ASU No. 2024-03 to clarify the initial effective date for entities that do not have an annual reporting period that\nends on December 31, referred to as non-calendar year end entities. All public business entities are required to adopt the guidance in\nannual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December\n15, 2027, and early adoption is permitted. The amendments should be applied prospectively with retrospective applications also permitted.\nThe Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures,\nhowever, the Company does not expect the adoption of this guidance to have a material impact on the Company’s unaudited condensed\nconsolidated financial statements.

F-36

Note\n3. CFO Silvia Acquisition

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

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

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

The\nfair value of consideration transferred in connection with the CFO Silvia Acquisition was $23.3\nmillion, consisting of the following:

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

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

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

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

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

Schedule of Assets Acquired And Liabilities Assumed

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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\n other current liabilities		(1,654	)
Deferred tax liabilities		(3,082	)
Total net assets\n acquired	$	23,309

The preliminary purchase price allocation resulted in the recognition of\nidentifiable 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\ntrademark was assigned an estimated useful life of 10 years, while the non-compete agreement and user platform were each assigned estimated\nuseful lives of 3 years.

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

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

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

Revenue and net loss attributable to\nCFO Silvia included in the Company’s unaudited condensed consolidated statements of operations from April 6, 2026 through June\n30, 2026 were $12\nthousand and $8.4\nmillion, respectively.

Unaudited\nPro Forma Operating Results

The\nfollowing unaudited pro forma consolidated financial information presents the results of operations of the Company for the three and\nsix 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\nfor the three and six months ended June 30, 2025 has not been presented.

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

F-37

Schedule of Proforma Information of Operations

\n \n \n \n \n \n \n \n \n \n \n \n \n

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

\n \n \n \n \n \n \n \n \n \n \n \n \n

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

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

Note\n4. Digital Assets

The\nfollowing table sets forth the units held, cost basis and fair value of crypto assets held, as shown on the balance sheet as of June\n30, 2026 and December 31, 2025, respectively (In thousands, except for crypto asset quantities):

Schedule\nof Significant Digital Assets Holdings

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

The\nfollowing table presents a reconciliation of the fair values of the Company’s digital assets for the six months ended June 30,\n2026 (In thousands):

Schedule\nof Reconciliation of digital assets

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Fair\n value
Digital assets\n 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\n assets		(2,676	)
Digital\n assets fair value as of June 30, 2026	$	313,378

Note\n5. Prepaid Expenses and Other Current Assets

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

Schedule\nof Prepaid Expenses and Other Current Assets

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

F-38

Note\n6. Fixed Assets, net

Fixed Assets

Fixed\nassets consist of the following (In thousands):

Schedule\nof Fixed Assets

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

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

Note\n7. Convertible Note

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

Schedule\nof Outstanding Debt

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

\n \n \n \n \n \n \n \n \n \n

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

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

Management\ndetermined 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,\nrespectively, based on an implied yield of 8.72% (Level 3 inputs). A change in those inputs to a different amount might\nresult in a significantly higher or lower fair value measurement.

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

Schedule\nof Disaggregation of Interest Expense

\n \n \n \n \n \n \n \n \n \n \n \n \n

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

F-39

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

On\nFebruary 9, 2026, the Company entered into privately negotiated note repurchase agreements with certain holders of its outstanding Convertible\nNotes and repurchased $135.4 million in aggregate principal amount for an aggregate cash purchase price of $119.2 million. Following\nthe transaction, $99.6 million aggregate principal amount of Convertible Notes remained outstanding. The Company accounted for the transaction\nas a debt extinguishment and recognized a gain on extinguishment of debt of $5.9 million during the six months ended June\n30, 2026.

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

Schedule\nof Gain on Extinguishment of Debt

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

The\nCompany 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\nmaturities due over the next five years as of June 30, 2026 (In thousands):

Schedule\nof Loan Maturities

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

Note\n8. Fair Value Measurements

Schedule of Assets and Liabilities Measured at Fair Value

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

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

F-40

Conversion\nFeature Liability - Convertible Notes

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

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

Schedule of Key Input Measurement For\nFair Value

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As\n of June 30, 2026		As\n 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\nfollowing table presents a roll-forward of the Convertible Note Conversion Feature Liability as of June 30, 2026 (In thousands):

Schedule of Roll Forward Convertible Notes

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

Derivative\nSecurities Liabilities

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

F-41

Note\n9. Stockholders’ Equity

On\nDecember 9, 2025, the board of directors of the Company (the “Board of Directors”) authorized a share repurchase program\nproviding for the repurchase of up to $100.0 million\nof the Company’s Common Stock. During the three months and six months ended June 30, 2026, the Company repurchased 2,570,974\nand 5,238,030 shares of Common Stock for $4.8\nmillion 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\nper share. As of June 30, 2026, approximately $84.4\nmillion remained available under the repurchase program.

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

Note\n10. EPS

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

Schedule\nof Computation of Basic and Diluted Net Loss per Share

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

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

Schedule\nof Computation of Net Loss Per Common Stock

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

F-42

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

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

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

Note\n11. Share-Based Compensation

The Company’s 2025 Equity Incentive Plan (the “2025 Equity Plan”)\nis described in Note 13 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year\nended 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\ntime-based restricted stock units (“RSUs”) under the 2025 Equity Plan to certain employees and service providers with aggregate\ngrant-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\nvalue is determined based on the closing market price of the Company’s common stock on the grant date. During the six months ended\nJune 30, 2026, grant-date stock prices used to value such awards had a weighted average grant date\nfair value of $2.27 per share.

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

Schedule\nOf Time Based RSU

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Number of time-based \n Restricted Stock Units			Weighted Average \n 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\n 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,\nin share-based compensation expense from time-based RSUs. As of June 30, 2026, unrecognized compensation cost related to unvested time-based\nRSUs was $3.5 million, which is expected to be recognized over a weighted average remaining period of 1.2 years.

F-43

Market-based\nrestricted stock units

In connection with the CFO Silvia Acquisition, the\nCompany 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\ncontinued service and market condition requiring the Company’s common stock to achieve a trading price of $9.00 per share. Because\nthe award is contingent upon future employment and achievement of the market condition, it is accounted for as a share-based payment award\nunder 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\nusing a Monte Carlo valuation model. The valuation incorporated assumptions regarding the Company’s stock price, expected volatility,\nrisk-free interest rate, expected term, and expected dividend yield. Expected volatility was based on the historical volatility of the\nCompany’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\na term corresponding to the expected term of the award.

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

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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\nthe six months ended June 30, 2026:

Schedule\nOf Market-based RSU

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Number of market-based \n Stock Units		Weighted Average \n 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\n 30, 2026		12,356,450		$	1.75

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

Note\n12. Income Taxes

The\nCompany’s effective tax rate for the six months ended June 30, 2026 and for the period from June 10, 2025 through June 30,\n2025 was approximately 1.43%\nand (0)%,\nrespectively. During the second quarter ended June 30, 2026, the Company recognized a discrete income tax benefit of approximately\n$2.5\nmillion related to the partial release of its valuation allowance on deferred tax assets. The valuation allowance release was\nsupported by additional objectively verifiable positive evidence resulting from the scheduled reversal of acquisition-related\ntaxable temporary differences generated by the CFO Silvia Acquisition completed during the second quarter of 2026. The discrete\nincome tax benefit was the primary driver of the Company’s effective tax rates for the three and six months ended June 30,\n2026.

The Company evaluates the realizability of deferred tax assets on a quarterly basis and records a valuation allowance when it\nis 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\ntax 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\ntax benefits and had not accrued any interest or penalties related to uncertain tax positions.

Note\n13. Commitments and Contingencies

Services\nAgreement

In\nJune 2025, the Company and Inflection Points, an entity under common control, entered into an Investment Consulting and Marketing Services\nAgreement (the “Services Agreement”). Pursuant to the Services Agreement, Inflection Points agreed to provide certain services\nto the Company. The services shall be provided pursuant to statements of work. The Services Agreement has a term of four (4) years and\nwill automatically renew for a subsequent one (1) year term, unless either party gives the other party at least sixty (60) days’\nprior written notice of non-renewal or otherwise terminates the Services Agreement or any statement of work as set forth therein. In\nconsideration, Inflection Points received an aggregate of 10,000,000 shares of the Company’s stock on December 5, 2025. As of June\n30, 2026, these shares have been issued and are outstanding.

F-44

Sponsor\nand Seller Earnout Agreements

Pursuant\nto the Sponsor Earnout Agreement and Seller Earnout Agreement (the “Agreements”) entered into on December 3, 2025, 8,333,333\nshares and 9,500,000\nshares of the Company’s Common Stock, respectively, remain subject to vesting and transfer restrictions. The terms of the\nAgreements are described in Note 14 to the consolidated financial statements included in the Company’s Annual Report on Form\n10-K for the year ended December 31, 2025. As of June 30, 2026, no vesting events had occurred under either arrangement and the\nrelated shares remained subject to the applicable transfer restrictions.

Note\n14. Segment Information

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

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

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

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

Schedule\nof Significant Segment Expenses

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

Note\n15. Leases

Office\nLease

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

Lease\nexpense 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\nJune 2026. Because the lease is cancellable at any time with no significant penalty, the Company is not committed to future minimum lease\npayments beyond the monthly term.

Studio\nLease

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

F-45

Lease\nCosts

The\ncomponents 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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

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

Supplemental\nBalance Sheet Information

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

Schedule of Supplemental Cash Flows Information Related\nto Operating Lease

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

Maturities\nof Lease Liability

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

Schedule of Future Minimum Lease Payments Under the\nOperating Lease

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Operating\n 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\n liability	$	1,034

Supplemental\nCash Flow and Other Information

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

Schedule of Cash Flow Information Related to Operating Lease

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

Note\n16. Related Party

Related Party Transactions

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

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

Note\n17. Subsequent Events

Subsequent events

The\nCompany evaluated subsequent events through the date the unaudited condensed consolidated financial statements were\nissued.

Appointment\nof Independent Director and Nasdaq Compliance

On\nJuly 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\nappointment, the Company regained compliance with Nasdaq corporate governance requirements relating to board and audit committee independence.\nOn 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\ntrust that is not affiliated with the Company, filed a registration statement on Form N-1A with the SEC with respect to five\nproposed actively managed exchange-traded funds. ProCap Investment Advisers, LLC, a wholly-owned subsidiary of the Company, is\nproposed to serve as investment sub-adviser to each fund. The registration statement is subject to SEC review and may be amended,\ndelayed or withdrawn, and no fund may commence operations until its registration statement has become effective, its shares have\nbeen approved for listing on a national securities exchange and applicable distribution and operational arrangements are in place.\nAs of the date these unaudited condensed consolidated financial statements were issued, no sub-advisory fees had been earned and no\nseed capital had been committed or funded by the Company or its subsidiaries. Costs incurred in connection with the proposed funds\nthrough the date of issuance were not material.

F-46

PART\nII

INFORMATION\nNOT REQUIRED IN PROSPECTUS

Item\n13. Other Expenses of Issuance and Distribution.

The\nfollowing table indicates the costs and expenses payable by us in connection with the offering described in this registration statement,\nother than underwriting discounts and commissions. All amounts are estimates other than the Securities and Exchange Commission registration\nfee, which was paid in connection with the original filing of this registration statement. No additional securities are being registered\nby this Post-Effective Amendment and no additional registration fee is payable.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Securities and Exchange Commission registration fee	$	38,045.20 (previously paid)
Accountants’ fees and expenses	$	45,000
Legal fees and expenses	$	100,000
Transfer Agent’s fees and expenses	$	5,000
Printing and engraving expenses	$	5,000
Miscellaneous		-
Total expenses	$	193,045

Item\n14. Indemnification of Directors and Officers.

Section\n102 of the DGCL permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders\nfor monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to\nact in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a\nstock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our certificate of incorporation provides\nthat no director of the Registrant shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary\nduty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination\nor limitation of liability of directors for breaches of fiduciary duty.

Section\n145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or\na person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in\nrelated capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably\nincurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party\nto any threatened, pending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and\nin a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,\nhad no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation,\nno indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable\nto the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the\nadjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity\nfor such expenses which the Court of Chancery or such other court shall deem proper.

Our\nCharter eliminates the liability of our officers and directors for monetary damages to the fullest extent permitted by applicable law.\nThe DGCL provides that officers and directors of a corporation will not be personally liable for monetary damages for breach of their\nfiduciary duties, except for liability for any transaction from which the director or officer derives an improper personal benefit; for\nany act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; for any unlawful payment\nof dividends or redemption of shares by directors; or for any breach of a director’s or officer’s duty of loyalty to the\ncorporation or its stockholders.

II-1

Our\nBylaws require us to indemnify and advance expenses, to the fullest extent permitted by applicable law, to our directors, officers and\nagents. We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured\nagainst liability for actions taken in their capacities as directors and officers. Our Charter prohibits any retroactive changes to the\nrights or protections of, or increasing the liability of, any officer or director in effect at the time of the alleged occurrence of\nany act or omission to act giving rise to liability or indemnification.

We\nmaintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out\nof claims based on acts or omissions in their capacities as directors or officers.

In\nany underwriting agreement we enter into in connection with the sale of Common Stock being registered hereby, the underwriters will agree\nto indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities\nAct against certain liabilities.

Item\n15. Recent Sales of Unregistered Securities.

Set\nforth below is information regarding shares of capital stock issued by us within the past three years that were not registered under\nthe Securities Act. Also included is the consideration received by us for such shares and information relating to the section of the\nSecurities Act, or rule of the Securities and Exchange Commission, under which exemption from registration was claimed.

Convertible\nNotes. In connection with the Closing, on December 5, 2025, the Convertible Note Investors purchased Convertible Notes issued by\nthe Company in an aggregate principal amount of $235.0 million, for an aggregate purchase price equal to 97% of the aggregate principal\namount of the Convertible Notes, pursuant to the Convertible Note Subscription Agreements. As of the Closing, 18,071,500 shares of Common\nStock were issuable upon conversion of the Convertible Notes, and such shares are subject to registration rights as set forth in the\nConvertible Note Subscription Agreements. The offer and sale of the Convertible Notes was not registered under the Securities Act in\nreliance on Section 4(a)(2) of the Securities Act. On February 9, 2026, the Company repurchased $135.4 million aggregate principal amount\nof the Convertible Notes for an aggregate cash purchase price of $119.2 million, and $99.6 million aggregate principal amount of Convertible\nNotes remained outstanding as of June 30, 2026. As of June 30, 2026, 7,659,240 shares of Common Stock were issuable upon conversion of\nthe Convertible Notes.

CFO\nSilvia Merger Consideration. On April 6, 2026, in connection with the closing of the merger with CFO Silvia, Inc., the Company issued\n7,516,951 shares of Common Stock as closing consideration and deposited 900,000 shares of Common Stock into escrow, for an aggregate\nof 8,416,951 shares of Common Stock, and the Company agreed to issue up to 9,000,000 additional shares of Common Stock as earnout consideration\nif the applicable trading price condition is satisfied during the five-year period following the closing date. The offer and sale of\nthose shares was not registered under the Securities Act in reliance on Section 4(a)(2) of the Securities Act.

II-2

Item\n16. Exhibits and Financial Statement Schedules.

(a)\nExhibits.

Exhibit\n Number		Description
2.1†		Business Combination Agreement, dated as of June 23, 2025, by and among CCCM, the Company, ProCap, SPAC Merger Sub, Company Merger Sub and Professional Capital Management (incorporated by reference to Exhibit 2.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on June 27, 2025).
2.2		First Amendment to the Business Combination Agreement, dated as of July 28, 2025, by and among CCCM, the Company, ProCap, SPAC Merger Sub, Company Merger Sub and Professional Capital Management (incorporated by reference to Exhibit 2.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on July 28, 2025).
2.3†#		Agreement and Plan of Merger, dated as of February 9, 2026, by and among the Company, Silvia Merger Sub, Inc., CFO Silvia, Inc., Inflection Points Inc., Shain Noor and Shain Noor, as Stockholder Representative (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2026).
3.1		Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 11, 2025).
3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on September 17, 2026 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 22, 2026).
3.3		Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 22, 2026).
3.4		Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on December 11, 2025).
3.5		Second Amended and Restated Bylaws of the Company, effective September 22, 2026 (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K, filed with the SEC on September 22, 2026).
4.1		Warrant Agreement, dated May 15, 2025, by and between CCCM and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on May 20, 2025).
4.2		Warrant Assignment, Assumption and Amendment Agreement, dated December 5, 2025, by and among Continental Stock Transfer & Trust Company, as Public Warrant Agent, CCCM and the Company (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on December 11, 2025).
4.3		Specimen Warrant Certificate of the Company (incorporated by reference to Exhibit 4.5 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-290365), filed by the Company on October 20, 2025).
4.4		Indenture, dated as of December 5, 2025, by and among ProCap, the Guarantors listed therein and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.5 to 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).
5.1**		Opinion of Reed Smith LLP.
10.1		Amended and Restated Registration Rights Agreement, dated as of December 5, 2025, by and among CCCM, the Company, the Sponsor and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 11, 2025).
10.2		Form of Indemnity Agreement (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 (File No. 333-290365), filed by the Company on September 18, 2025).
10.3†		Form of Convertible Note Subscription Agreement by and among ProCap, the Company, CCCM and the subscribers thereto (incorporated by reference to Exhibit 10.7 to CCCM’s Current Report on Form 8-K, filed with the SEC on June 27, 2025).
10.4		Non-Competition Agreement, dated as of June 23, 2025, by and among CCCM, ProCap, the Company and Anthony Pompliano (incorporated by reference to Exhibit 10.3 to CCCM’s Current Report on Form 8-K, filed with the SEC on June 27, 2025).
10.5+		Company 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed with the SEC on December 11, 2025).
10.6+		Amendment to the Company 2025 Equity Incentive Plan, approved by the Company’s stockholders on March 27, 2026 (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed with the SEC on May 18, 2026).
10.7		Services Agreement, dated as of June 23, 2025, by and between Professional Capital Management and ProCap (incorporated by reference to Exhibit 10.5 to CCCM’s Current Report on Form 8-K, filed with the SEC on June 27, 2025).
10.8+		Employment Agreement effective as of July 25, 2025, by and between ProCap and Jeffrey Park (incorporated by reference to Exhibit 10.23 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-290365), filed by the Company on October 20, 2025).
10.9+		Amended and Restated Employment Agreement effective as of October 1, 2025, by and between ProCap and Kyle Wood (incorporated by reference to Exhibit 10.24 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-290365), filed by the Company on October 20, 2025).
10.10+		Employment Agreement effective as of August 25, 2025, by and between ProCap and Megan Pacchia (incorporated by reference to Exhibit 10.25 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-290365), filed by the Company on October 20, 2025).

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10.11+		Employment Agreement effective as of October 17, 2025, by and between ProCap and Anthony Pompliano (incorporated by reference to Exhibit 10.26 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-290365), filed by the Company on October 20, 2025).
10.12+		Employment Agreement effective as of October 15, 2025, by and between ProCap and Renae Cormier (incorporated by reference to Exhibit 10.27 to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-290365), filed by the Company on October 20, 2025).
10.13		Sponsor Earnout Agreement, by and among CCCM, ProCap, the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on December 5, 2025).
10.14		Seller Earnout Agreement, by and among CCCM, ProCap, the Company and the Seller (incorporated by reference to Exhibit 10.2 to CCCM’s Current Report on Form 8-K, filed with the SEC on December 5, 2025).
10.15†+		Employment Agreement, dated as of April 3, 2026, by and between the Company and Shain Noor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 6, 2026).
10.16†		Form of Lock-Up Agreement, dated as of April 6, 2026, by and between the Company and each of the Sellers and SAFE Holders (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2026).
10.17†+		Non-Competition and Non-Solicitation Agreement, dated as of April 6, 2026, by and between the Company and Shain Noor (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 6, 2026).
10.18		Registration Rights Agreement, dated as of April 6, 2026, by and among the Company and the equityholders party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on April 6, 2026).
10.19		Form of SAFE Termination Agreement, dated as of April 6, 2026, by and among the Company, CFO Silvia, Inc and each SAFE Holder party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2026).
10.20†		Form of Notes Repurchase Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2026).
10.21+		Separation Agreement and General Release, dated April 3, 2026, by and between ProCap Financial, Inc. and Jeff Park (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2026).
14.1		Company’s Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 11, 2025).
16.1		Letter from MaloneBailey, LLP, dated March 27, 2026, addressed to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 30, 2026).
21.1		List of Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to 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).
23.1**		Consent of MaloneBailey, LLP, independent registered public accounting firm.
23.2**		Consent of Reed Smith LLP (included in Exhibit 5.1).
24.1**		Power of Attorney (included on the signature page of this Post-Effective Amendment).
101.INS**		Inline\n XBRL Instance Document.
101.SCH**		Inline\n XBRL Taxonomy Extension Schema Document.
101.CAL**		Inline\n XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**		Inline\n XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**		Inline\n XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**		Inline\n XBRL Taxonomy Extension Presentation Linkbase Document.
104**		Cover\n Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
107*		Filing Fee Table.

†\nCertain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company\nagrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

+\nIndicates a management contract or compensatory plan or arrangement.

#\nIndicates that certain portions of this exhibit that constitute confidential information have been redacted in accordance with Regulation\nS-K Item 601(b)(2) or (10).

*\nPreviously filed.

**\nFiled or furnished herewith.

(b)\nFinancial Statement Schedules.

Schedules\nnot listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial\nstatements or notes thereto.

II-4

Item\n17. Undertakings.

The\nundersigned registrant hereby undertakes:

(1)\nto file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to\ninclude any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising\nafter the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in\nthe aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing,\nany increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which\nwas registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus\nfiled with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20%\nchange in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective\nregistration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed\nin the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs\n(i), (ii) and (iii) do not apply if the registration statement is on Form S-1 and the information required to be included in a post-effective\namendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section\n13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained\nin a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

(2)\nthat, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be\na new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed\nto be the initial bona fide offering thereof;

(3)\nto remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the\ntermination of the offering;

(4)\nthat, for the purpose of determining liability under the Securities Act to any purchaser:

Each\nprospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements\nrelying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration\nstatement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement\nor prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into\nthe registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of\nsale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part\nof the registration statement or made in any such document immediately prior to such date of first use; and

(5)\nthat, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution\nof the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant\nto this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities\nare offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to\nthe purchaser and will be considered to offer or sell such securities to such purchaser:

(a)\nany preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule\n424;

(b)\nany free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by\nthe undersigned registrant;

(c)\nthe portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant\nor its securities provided by or on behalf of an undersigned registrant; and

(d)\nany other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar\nas indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of\nthe registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities\nand Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.\nIn the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred\nor paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is\nasserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless\nin the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the\nquestion whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final\nadjudication of such issue.

II-5

SIGNATURES

Pursuant\nto the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration\nStatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 9th,\n2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Silvia,\n Inc.

By:	/s/ Anthony Pompliano
Name:	Anthony Pompliano
Title:	Chief Executive Officer and Chairman

POWER\nOF ATTORNEY

Each\nperson whose signature appears below constitutes and appoints Anthony Pompliano, acting alone or together with another attorney-in-fact,\nas his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in\nhis or her name, place and stead, in any and all capacities, to sign any and all amendments (including further post-effective amendments,\nexhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits\nthereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact\nand agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done\nin and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming\nall that said attorneys-in-fact and agents, or either of them individually, or their or his or her substitute or substitutes, may lawfully\ndo or cause to be done by virtue hereof.

Pursuant\nto the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed\nby the following persons in the capacities and on the dates indicated.

Signature	Position	Date

/s/\n Anthony Pompliano	Chief\n Executive Officer and Chairman	October 9, 2026
Anthony\n Pompliano	(Principal\n Executive Officer)

/s/\n Renae Cormier	Chief\n Financial Officer and Treasurer	October 9, 2026
Renae\n Cormier	(Principal\n Financial and Accounting Officer)

*	Director	October 9, 2026
Eric\n Jackson

*	Director	October 9, 2026
Bill\n Koutsouras

/s/\n Benjamin Buchanan	Director	October 9, 2026
Benjamin\n Buchanan

*	Director	October 9, 2026
Gary\n Quin

\n \n \n \n \n \n \n \n \n \n \n \n \n

*By:	/s/\n Anthony Pompliano
Name:	Anthony\n Pompliano
Title:	Attorney-in-Fact

II-6

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