ProCap BTC and Columbus Circle amend merger deal for bitcoin exposure

ProCap BTC LLC and Columbus Circle Capital Corp I (NASDAQ: CCCM) amended their business combination agreement to provide Columbus Circle public shareholders with exposure to bitcoin price appreciation, according to a press release statement.

The amendment reallocates adjustment shares that would have gone to Anthony Pompliano's investment firm to Columbus Circle public shareholders who do not redeem their shares during the proposed merger. These adjustment shares are tied to the performance of 4,950 bitcoin that ProCap BTC purchased at an average price of $104,343.

In June 2025, ProCap BTC raised over $750 million as part of the proposed business combination, including $516.5 million in a preferred equity offering. The company used these funds to acquire the bitcoin holdings. As of July 27, 2025, bitcoin traded at approximately $118,900, implying an aggregate value of $588.6 million for the purchased bitcoin.

The business combination agreement includes a formula for issuing additional shares based on bitcoin's price appreciation above the original purchase price. Under the original terms, 85% of adjustment shares were allocated to preferred equity investors, with the remaining 15% going to Pompliano's firm as the sole common unitholder.

The amendment redirects this 15% portion to Columbus Circle public shareholders who remain invested through the transaction closing. ProCap BTC is a bitcoin-focused financial services company founded by Pompliano, while Columbus Circle Capital Corp I is a blank check company led by Chairman and CEO Gary Quin.

The companies plan to file a Registration Statement on Form S-4 with the Securities and Exchange Commission regarding the proposed transaction.

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