ATG Capital opposes ProCap Financial merger with CFO Silvia

ATG Capital Management LP issued an open letter urging ProCap Financial Inc. (NASDAQ: BRR) stockholders to vote against the company's proposed merger with CFO Silvia Inc. and against the election of the company's director nominee at the March 27, 2026 annual meeting.

The investment firm, which holds shares in ProCap Financial, outlined concerns about the merger structure in a letter dated March 12, 2026. ATG Capital stated that 9 million ProCap shares would be issued to CFO Silvia sellers at closing, with an additional 9 million earnout shares potentially issued if ProCap's stock reaches $9.00 within five years.

According to the letter, CFO Silvia was incorporated on September 19, 2025, and reported zero revenue through December 31, 2025. The company currently offers its product for free with no disclosed pricing model or monetization timeline, and employs four full-time workers.

ATG Capital highlighted potential conflicts of interest, noting that Anthony Pompliano serves as both ProCap's Chairman and CEO while simultaneously serving as CEO of Inflection Points Inc., which owns 51% of CFO Silvia. The firm also expressed concern that Special Committee member William H. Miller IV resigned during the merger evaluation process on January 20, 2026.

The investment firm questioned the fairness opinion provided by Northland Capital Markets, noting that $250,000 of Northland's $300,000 fee is contingent on the merger closing. ATG Capital also stated that no discounted cash flow analysis was performed for the valuation.

ProCap Financial currently holds approximately 5,457 Bitcoin according to the letter. ATG Capital argued that stockholders would be diluting their proportional ownership of the Bitcoin treasury through the merger.

The letter emphasized that ATG Capital is not soliciting proxy votes and will not accept proxy cards if sent.

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