In connection with the business combination, the parties raised over $750 million from leading institutional and bitcoin-native investors — the largest initial fundraise in history for a public bitcoin treasury company. The capital raise comprised $516.5 million in preferred equity securities of ProCap BTC and $235 million in commitments for senior secured convertible notes of ProCap Financial. The preferred equity raise funded at the signing of the definitive documents, and the convertible note raise will fund at the closing of the proposed transactions.
The transaction structure provides preferred equity investors with immediate exposure to bitcoin, as ProCap BTC agreed to purchase bitcoin with the proceeds of the equity raise within 15 days of signing the definitive documents.
Anthony Pompliano, ProCap BTC's founder and chief executive officer, will serve as the chief executive officer of ProCap Financial upon the closing of the proposed transactions.
“This deal marks a defining moment in the institutional adoption of bitcoin, which is no longer viewed as speculative but as a core strategic asset for public and pre-public companies alike,” said Constantine Karides, chair of Reed Smith's Crypto and Digital Assets Group.
“ProCap’s approach — combining sophisticated capital execution with bitcoin-native strategies — exemplifies how the next generation of financial services will be built. We’re proud to help pioneers like Anthony Pompliano bring financial innovation to the public markets in a way that’s both compliant and catalytic for the next era of asset management.”
The Reed Smith team was led by Karides, along with capital markets partners Katherine Geddes and Lynwood Reinhardt.
Reed Smith recently served as legal counsel on Trump Media & Technology Group Corp.’s groundbreaking $2.5 billion bitcoin treasury deal and the merger between health care company Kindly MD, Inc. (NASDAQ: KDLY) and Nakamoto Holdings Inc., a bitcoin-native holding company, to start a bitcoin treasury strategy.
A previous version of this release mistakenly included the name of an institution, which has since been removed.