As filed with the U.S. Securities and Exchange Commission on September 18, 2025.

Registration No. 333-         

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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ProCap Financial, Inc.
(Exact name of registrant as specified in its charter)

__________________________________________

For co-registrant, see “Table of Co-Registrant” on the following page.

600 Lexington Avenue, Floor 2
New York, New York 10022
(305) 938-0912
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________________________

Anthony Pompliano
Chief Executive Officer
600 Lexington Avenue, Floor 2
New York, New York 10022
(305) 938-0912
(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________________

Copies to:

__________________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant and co-registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant and co-registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF CO-REGISTRANT

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(1)      The co-registrant has the following principal executive offices:

ProCap BTC, LLC
600 Lexington Avenue, Floor 2
New York, New York 10022
(305) 938-0912

(2)      The agent for service for the co-registrant is:

Anthony Pompliano
Chief Executive Officer
600 Lexington Avenue, Floor 2
New York, New York 10022
(305) 938-0912

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell or issue these securities offered by this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This preliminary proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

effective time of the SPAC Merger, plus (ii) fifteen percent (15%) of the Adjustment Shares. Each non-redeeming Public Shareholder will receive its pro rata share of the SPAC Consideration Shares based on the number of Public Shares owned by such Public Shareholder immediately prior to the Closing.

The “Adjustment Shares” refer to the number of shares of Pubco Stock equal to (i) the product of (A) (I) the quotient obtained by dividing (x) the price of one Bitcoin as determined by the average of the CME CF Bitcoin Reference Rate — New York Variant (the “Reference Rate”) for the ten (10)-day period ending on the third (3rd) business day prior to the Closing (the “Closing Bitcoin Price”), subject to a maximum price of $200,000 by (y) the time weighted average price for the period of time during which the Purchased Bitcoin (as defined below) was acquired (the “Signing Bitcoin Price”) (II) minus 1, multiplied by (B) $516.5 million, divided by (ii) $10.00.

In connection with the execution of the Business Combination Agreement, on June 23, 2025, certain “qualified investors” (defined to include “qualified institutional buyers” (“QIBs”), as defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and institutional “accredited investors,” as defined in Rule 501 of Regulation D) (the “Preferred Equity Investors”) each entered into a Preferred Equity Subscription Agreement (collectively, the “Preferred Equity Subscription Agreements”) with CCCM, Pubco and ProCap, pursuant to which the Preferred Equity Investors purchased an aggregate of 51,650,000 Preferred Units at a purchase price of $10.00 per unit in a private placement, for an aggregate amount of $516.5 million of such Preferred Units (the “Preferred Equity Investment”). Additionally, each Preferred Equity Subscriber executed a joinder agreement to that certain Limited Liability Company Operating Agreement of ProCap, dated as of June 22, 2025, by and among ProCap and the members identified therein (the “ProCap LLC Agreement”), pursuant to which each Preferred Equity Subscriber accepted the rights, duties and obligations set forth in the ProCap LLC Agreement and became a preferred member of ProCap.

All of the proceeds from the Preferred Equity Investment have been used by ProCap to purchase approximately 4,951 Bitcoin (the “Purchased Bitcoin”) at an average price of $104,333.56, and such Purchased Bitcoin is held in a custody account in accordance with a custody agreement by and between ProCap and Anchorage Digital Bank, N.A., as custodian, until the Closing, upon which time it will be contributed to Pubco. Transfer of ProCap’s Bitcoin between custodial accounts with Anchorage will be effected on-chain, and subject only to standard Bitcoin network transaction fees. Based on recent network activity, such fees have generally ranged from under $1 to less than $10 per transfer. If the Closing does not occur, the Preferred Equity Investors will have the right to receive their respective pro rata portion of the Purchased Bitcoin or may elect to liquidate their pro rata portion of the Purchased Bitcoin for cash.

In connection with the execution of the Business Combination Agreement, on June 23, 2025, certain qualified investors (the “Convertible Note Investors”) each entered into a subscription agreement (collectively, the “Convertible Note Subscription Agreements”) with ProCap, Pubco and CCCM pursuant to which, upon the Closing (the “Issuance Date”), the Convertible Note Investors agreed to purchase convertible notes issued by Pubco (“Convertible Notes”), in an aggregate principal amount of $235 million, for an aggregate purchase price equal to 97% of the aggregate principal amount of the Convertible Notes (the “Convertible Note Financing” and, together with the Preferred Equity Investment, the “Transaction Financings”). The Convertible Note Financing will be funded and contingent upon the Closing. The Convertible Notes will have a 130% conversion rate, zero interest rate, maturity of up to 36 months, and will be two (2) times collateralized by cash, cash equivalents and certain Bitcoin assets. Pubco anticipates that 100% of the collateral will be held in Bitcoin. Accordingly, 88.5% of Pubco’s Bitcoin holdings are expected to be used as collateral for the Convertible Notes. U.S. Bank National Trust, N.A. will serve as collateral agent and trustee with regard to the Convertible Notes and associated indenture and security arrangements. Proceeds from the Convertible Note Financing are expected to be utilized by Pubco for purposes of acquiring additional Bitcoin and for working capital purposes. Pubco’s working capital needs are between $10,000,000 to $50,000,000 at any given time, which is no more than 20% of the proceeds from the Convertible Note. The remainder of the capital on the balance sheet will be used to purchase Bitcoin.

In addition, Pubco and CCCM have the option to increase the number of Convertible Notes available (such notes, the “Upsize Notes”) for purchase after the date set forth in the Convertible Note Subscription Agreement (the “Upsize Option”). Pubco and CCCM may elect to exercise the Upsize Option one time prior to the Closing. In the event that Pubco and CCCM exercise the Upsize Option, each Convertible Note Investor shall have a right of first refusal to purchase its pro rata portion. Each Convertible Note Investor’s pro rata portion will be calculated based on the Convertible Note Investor’s subscription amount relative to the aggregate subscription amount of all of the initial Convertible Note Investors who subscribed upon the Execution Date, on the same terms and conditions as those offered in the Convertible Note Subscription Agreement.

In connection with the execution and delivery of the Business Combination Agreement, CCCM, Pubco and Columbus Circle I Sponsor Corp LLC, a Delaware limited liability company (the “Sponsor”) entered into the sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed to (i) vote its Ordinary Shares (as defined below) in favor of the adoption and approval of the Business Combination Agreement and the Business Combination and each of the other proposals to be approved by CCCM Shareholders at the Meeting (the “CCCM Shareholder Approval Matters”); (ii) vote its Ordinary Shares against any alternative transactions; (iii) vote against any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by CCCM (other than the Business Combination); and (iv) comply with the restrictions imposed by that certain letter agreement, dated as of May 15, 2025 (the “Insider Letter”), by and among the Sponsor, CCCM, and CCCM’s directors and officers, including the restrictions on transfer and redeeming Ordinary Shares in connection with the Business Combination.

Contemporaneously with the execution and delivery of the Business Combination Agreement, the Seller entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with Pubco, pursuant to which Seller agreed that the Merger Consideration Shares to be received by Seller will be locked-up and subject to transfer restrictions, subject to certain exceptions. The securities to be received by Seller will be locked up until the earlier of (i) six (6) months after the date of the Closing and (ii) the date on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of Pubco’s stockholders having the right to exchange their shares of Pubco Stock for cash, securities or other property.

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

Contemporaneously with the execution and delivery of the Business Combination Agreement, CCCM, ProCap and Seller have entered into a Voting and Support Agreement (the “Voting Agreement”) pursuant to which, as promptly as reasonably practicable, and in any event within two (2) business days following the date on which the registration statement, of which this proxy statement/prospectus is a part, is declared effective under the Securities Act, Seller shall duly execute and deliver a written consent pursuant to which Seller shall approve (i) the Business Combination Agreement, the Ancillary Documents (as defined in the Voting Agreement) to which ProCap is a party and the Business Combination, (ii) any amendments to the organizational documents of ProCap, to the extent required or advisable in connection with the Business Combination, and (iii) all other actions in support and required in furtherance of the Business Combination Agreement, the Ancillary Documents to which ProCap is a party, and the Business Combination.

Contemporaneously with the execution and delivery of the Business Combination Agreement, the Seller and ProCap entered into an Investment Consulting and Marketing Services Agreement (the “Services Agreement”), pursuant to which the Seller agreed to provide certain services to ProCap. The services shall be provided pursuant to statements of work. The Services Agreement has a term of four (4) years following the Execution Date and will automatically renew for a subsequent one (1) year term, unless either party gives the other party at least sixty (60) days’ prior written notice of non-renewal or otherwise terminates the Services Agreement or any statement of work as set forth therein.

Concurrently with the Closing, CCCM, Pubco, the Sponsor and the Common Unitholders will enter into an amended and restated registration rights agreement, under which Pubco will assume the obligations of CCCM under that certain registration rights agreement, dated as of May 15, 2025, and cover the resale of the shares of Pubco Stock held by the Sponsor, the Seller and certain ProCap Holders (the “Amended and Restated Registration Rights Agreement”).

Concurrently with the Closing, each of ProCap, CCCM, Pubco and the directors and officers of CCCM named therein will execute and deliver an amendment to the Insider Letter pursuant to which, among other matters, effective as of the Closing, Pubco shall assume and be assigned the rights and obligations of CCCM under the Insider Letter.

Upon the completion of the Business Combination and the consummation of the Transaction Financings, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, that no Convertible Notes are converted into shares of Pubco Stock, that no Adjustment Shares are issued and that no shares of Pubco Stock are issued pursuant to the ProCap Financial, Inc. 2025 Equity Incentive Plan (the “Incentive Plan”), (i) the Public Shareholders, (ii) the Preferred Equity Investors, (iii) the Convertible Notes Investors, (iv) the Sponsor, (v) the officers and directors of CCCM, (vi) Professional Capital Management and (vii) the Placement Agents (as defined below), in each case, will own approximately 22.6%, 60.7%, 0.0%, 7.5%, 1.7%, 8.8 and 0.4% of the issued and outstanding shares of Pubco Stock, respectively.

Upon the completion of the Business Combination and the consummation of the Transaction Financings, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, that all Convertible Notes are converted into shares of Pubco Stock (assuming a conversion rate of 76.9 shares of Pubco Stock per $1,000 principal amount of Convertible Notes), that all outstanding warrants are fully exercised, that no Adjustment Shares are issued and that no shares of Pubco Stock are issued pursuant to the Incentive Plan, (i) the Public Shareholders, (ii) the Preferred Equity Investors, (iii) the Convertible Notes Investors, (iv) the Sponsor, (v) the officers and directors of CCCM, (vi) Professional Capital Management and (vii) the Placement Agents, in each case, will own approximately 17.8%, 47.9%, 12.5%, 5.9%, 1.4%, 6.8% and 0.3% of the issued and outstanding shares of Pubco Stock, respectively.

Upon the completion of the Business Combination and the consummation of the Transaction Financings, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, that no Convertible Notes are converted into shares of Pubco Stock, that no Adjustment Shares are issued and that no shares of Pubco Stock are issued pursuant to the ProCap Financial, Inc. 2025 Equity Incentive Plan (the “Incentive Plan”), Pubco is expected to issue an aggregate of 108,600,833 shares of Pubco Stock, consisting of (i) 34,038,333 shares of Pubco Stock to be issued to CCCM’s shareholders in the SPAC Merger, (ii) 64,562,500 shares of Pubco Stock to be issued to the Preferred Equity Investors in the Company Merger and (iii) 10,000,000 shares of Pubco Stock to be issued to the Common Unitholders in the Company Merger. These shares exclude the 18,071,500 shares of Pubco Stock issuable upon conversion of the Convertible Notes to be issued to the Convertible Note Investors assuming the applicable conversion rate is 76.9 shares of Pubco Stock per $1,000 principal amount of Convertible Notes. See the section entitled “Summary of the proxy statement/prospectus — Ownership of Pubco After the Business Combination,” “Questions and Answers About the Proposals — What equity stake will current Public Shareholders, the Preferred Equity Investors, the Sponsor, Professional Capital Management and their Affiliates hold in Pubco immediately after the completion of the Business Combination and the Transaction Financings?” in the accompanying proxy statement/prospectus.

The price per share paid for Pubco Stock for the CCCM shareholders (other than the Sponsor for the Founder Shares) and Professional Capital Management, assuming no issuance of Adjustment Shares, is $10.00 per share. The price per share paid for Pubco Stock to be received by the Sponsor in exchange for Founder Shares is $0.003 per share. The price per share paid for Pubco Stock to be received by the Preferred Equity Investors is $8.00 per share. The price per share paid for Pubco Stock to be received by the Convertible Notes Investors is $13.00 per share.

Assuming a price per share of Pubco Stock based on the closing price of CCCM Class A Ordinary Shares on Nasdaq as of August 22, 2025 of $10.22 and the closing price of CCCM Units on Nasdaq as of August 22, 2025 of $10.76, the aggregate value of the consideration to be received by Professional Capital Management will be approximately $102.2 million. The aggregate value of the consideration to be received by the Public Shareholders (assuming no issuance of Adjustment Shares and no redemptions) will be approximately $255.5 million. The aggregate value of the consideration to be received by the Sponsor, consisting of 8,333,333 shares of Pubco Stock and 265,000 private units of Pubco will be approximately $88.1 million.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Meeting scheduled to be held on [•], 2025.

The board of directors of CCCM (the “CCCM Board”) obtained a fairness opinion from Northland Securities, dated June 22, 2025, which provided that, as of that date and based on and subject to the assumptions, limitations, qualifications and other conditions set forth therein, (i) the consideration to be paid pursuant to the Business Combination Agreement is fair, from a financial point of view, to CCCM and its unaffiliated Class A Holders, and (ii) ProCap has an aggregate fair market value equal to at least 80% of the balance of funds in CCCM’s trust account

(excluding taxes payable and subject to proportionate adjustments related to the 80% test of The Nasdaq Stock Market LLC (“Nasdaq”)). The CCCM Board obtained such fairness opinion to (1) inform itself with respect to all material information reasonably available to it and (2) act with appropriate care in considering the Business Combination. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Opinion of Northland, the CCCM Board’s Financial Advisor” for additional information.

The Class A ordinary shares of CCCM (the “Class A Ordinary Shares” and, together with the Class B ordinary shares of CCCM, the “Ordinary Shares”), units of CCCM (“Units”) and warrants of CCCM (“Public Warrants”) are currently listed on The Nasdaq Global Market under the symbols “BRR,” “BRRWU” and “BRRWW,” respectively. Pubco intends to apply for listing, to be effective at the time of the Closing, its shares of Pubco Stock and warrants on Nasdaq under the symbols “BRR” and “BRRW,” respectively. The Class A Ordinary Shares, Units and Public Warrants will not trade after the Closing.

Each of CCCM and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

Interests of the Sponsor and CCCM’s Directors and Executive Officers in the Business Combination

When holders (the “Public Shareholders”) of Class A Ordinary Shares issued in the initial public offering of CCCM (the “CCCM IPO” and such shares, the “Public Shares”) consider the recommendation of the board of directors of CCCM (the “CCCM Board”) in favor of approval of the Business Combination and the other proposals discussed in this proxy statement/prospectus (the “Proposals”), Public Shareholders should keep in mind that the Sponsor and CCCM’s directors and officers have interests in the Proposals that are different from, or in addition to (and which may conflict with), the interests of a Public Shareholder. These interests include, among other things:

•        As of the date hereof, the Sponsor is the record holder of 8,333,333 Class B ordinary shares, par value $0.0001 per share, of CCCM (the “Class B Ordinary Shares”) and 265,000 private placement units of CCCM (the “Private Placement Units”), each Private Placement Unit consisting of one Class A Ordinary Share and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment (each, a “Private Placement Warrant”). The following persons have material interests in the Sponsor: Cohen & Company, LLC (“Cohen LLC”) is the managing member of the Sponsor; and Cohen & Company Inc. (“Cohen”) controls the managing member of the Sponsor. Further, each of CCCM’s directors and executive officers has an indirect and non-controlling membership interest in the Sponsor;

•        The Sponsor paid $25,000, or approximately $0.003 per share, for the 8,333,333 Class B Ordinary Shares, and $2,650,000, or $10.00 per unit, for the 265,000 Private Placement Units. As of the date hereof, the aggregate value of such securities is estimated to be approximately $[•] million, assuming (i) the per share value of the 8,333,333 Class B Ordinary Shares is the same as the $[•] closing price of the Class A Ordinary Shares on Nasdaq on [•], 2025 and (ii) the per unit value of the 265,000 Private Placement Units is the same as the $[•] closing price of the public Units of CCCM on Nasdaq on [•], 2025. As a result, the Sponsor is likely to be able to recoup its investment in CCCM and make a substantial profit on that investment, even if shares of Pubco Stock loses significant value after the Closing. This means that the Sponsor could earn a positive rate of return on its investment, even if Public Shareholders experience a negative rate of return in Pubco;

•        CCCM has until May 19, 2027, or until such earlier liquidation date as the CCCM Board may approve or such later date as the CCCM Shareholders may approve in accordance with the CCCM Memorandum and Articles (as defined below), to consummate a business combination (the “Combination Period”). If the Business Combination with ProCap is not consummated and CCCM does not consummate another business combination by the end of the Combination Period, CCCM will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the CCCM Board, liquidating and dissolving, subject in each case to CCCM’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 8,333,333 Class B Ordinary Shares and 265,000 Private Placement Units held by the Sponsor would be worthless because the Sponsor has waived its right to participate in any redemption or distribution with respect to such Ordinary Shares;

•        The Sponsor and CCCM’s officers and directors have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a proposed business combination, including the Business Combination;

•        Gary Quin, CCCM’s Chief Executive Officer and Chairman of the CCCM Board, is the Vice Chairman of Cohen & Company Capital Markets (“Cohen Capital Markets”), a division of Cohen & Company Securities, LLC (f/k/a J.V.B. Financial Group, LLC) (“Cohen & Company Securities”), which is controlled by Cohen. Cohen Capital Markets and Cohen & Company Securities are affiliates of the Sponsor. Cohen & Company Securities and CCCM are parties to that certain letter agreement, dated as of June 7, 2025 (the “Engagement Letter”), pursuant to which CCCM engaged Cohen & Company Securities, acting through Cohen Capital Markets, and Clear Street LLC (together, the “Placement Agents”) to act as the exclusive joint placement agents in connection with the Transaction Financings. Pursuant to the Engagement Letter, the Placement Agents are entitled to receive an aggregate placement fee in an amount equal to 4% of the gross proceeds raised from investors in the Transaction Financings, of which 50% will be payable to Cohen Capital Markets, and reimbursement for certain out-of-pocket expenses incurred by them in connection with the performance of such services. Further, following the closing of the Transaction Financings, the Placement Agents shall have a right of first refusal during the term of the Engagement Letter and for a period of twelve (12) months thereafter to act as book-running lead or co-managing underwriters, book-running lead arranger or exclusive placement agent in connection with any underwritten offering or private placement or other financing that may be undertaken by CCCM or Pubco.

•        The Placement Agents previously entered into a letter agreement with CCCM on May 15, 2025 (the “Business Combination Marketing Agreement”), pursuant to which the Placement Agents are entitled to receive a cash fee of up to $10.6 million at the Closing, subject to adjustment based on the total capital remaining in CCCM’s trust account (the “Trust Account”) following all properly submitted redemptions in connection with the Closing (the “Marketing Fee”). 80% of such Marketing Fee will be payable to Cohen Capital Markets. Payment of the foregoing fees are contingent on the Closing.

•        The Placement Agents hold an aggregate of 440,000 Private Placement Units, which they purchased in a private placement that closed simultaneously with the CCCM IPO at a price of $10.00 per Private Placement Unit, or $4,400,000 in the aggregate. Of the 440,000 Private Placement Units, Cohen Capital Markets holds 392,000 Private Placement Units. The Private Placement Units held by Cohen Capital Markets will expire worthless if a business combination is not consummated by CCCM by the end of the Combination Period;

•        Adam Back, a director of CCCM, subscribed for $10 million in the Preferred Equity Investment, and Garret Curran, a director of CCCM, subscribed for $4 million in the Preferred Equity Investment;

•        The CCCM Memorandum and Articles provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as CCCM; and (ii) CCCM renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and CCCM, on the other or (b) the presentation of which would breach an existing legal obligation of a director or an officer to any other entity. In the course of their other business activities, CCCM’s officers and directors may have, or may become aware of, other investment and business opportunities which may be appropriate for presentation to CCCM as well as the other entities with which they are affiliated. Except to the extent expressly assumed by contract, to the fullest extent permitted by applicable law, CCCM’s directors and officers shall have no duty to communicate or offer any such corporate opportunity to CCCM and shall not be liable to CCCM or its shareholders for breach of any fiduciary duty as a shareholder, director and/or officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to CCCM. CCCM’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business combination opportunity should be presented, any pre-existing fiduciary obligation will be presented the business

combination opportunity before CCCM is presented with it. CCCM does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target;

•        The Sponsor or certain of CCCM’s officers and directors may make working capital loans to CCCM to finance transaction costs in connection with an intended initial business combination (such loans, “Working Capital Loans”). Up to $1,500,000 of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. As of the date of this proxy statement/prospectus, there are no outstanding Working Capital Loans;

•        If CCCM is unable to complete a business combination by the end of the Combination Period, the Sponsor has agreed to be liable to CCCM if and to the extent of any claims by a third party for services rendered or products sold to CCCM or by a prospective acquisition target with which CCCM has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, in each case, reduce the amount of redemption amount to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of taxes, if any, and up to $100,000 of dissolution expenses, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under CCCM’s indemnity of the underwriters of the CCCM IPO against certain liabilities, including liabilities under the Securities Act, and CCCM’s public auditor;

•        The Sponsor, CCCM’s officers and directors and their affiliates are entitled to reimbursement for any out-of-pocket expenses incurred by them in connection with certain activities on CCCM’s behalf, such as identifying, investigating, negotiating and completing a business combination. If CCCM does not complete a business combination by the end of the Combination Period, CCCM may not have the cash necessary to reimburse these expenses. As of the date of this proxy statement/prospectus, none of the Sponsor, CCCM’s officers and directors or their affiliates has incurred any such expenses which would be reimbursed at the Closing;

•        CCCM’s officers and directors will be eligible for continued indemnification and continued coverage under a tail policy for CCCM’s directors’ and officers’ liability insurance policy for up to a six-year period from and after the Closing for events occurring prior to the Closing, which tail policy is to be fully paid for by ProCap (or after the Closing, by Pubco) pursuant to the Business Combination Agreement. If the Business Combination does not close, CCCM’s officers and directors may not receive this tail insurance coverage; and

•        The anticipated election of Gary Quin as a Class II director of Pubco in connection with the consummation of the Business Combination. As such, in the future, Mr. Quin may receive any cash or equity compensation that Pubco’s board of directors determines to pay to Mr. Quin.

Consideration Received by the Sponsor and its Affiliates

Set forth below is a summary of the terms and amount of the consideration received or to be received by the Sponsor and its affiliates in connection with the Business Combination and the Transaction Financings, the amount of securities issued or to be issued by Pubco to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

Because the Sponsor acquired the 8,333,333 Class B Ordinary Shares at a nominal price, the Public Shareholders will incur immediate dilution upon the Closing of the Business Combination. See the sections titled “Summary of the Proxy Statement/Prospectus — Dilution,” “Risk Factors — Risks Related to the Business Combination — The value of the Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of shares of Pubco Stock at such time is substantially less than $10.00 per share, which may create an economic incentive for the CCCM management team to pursue and consummate the Business Combination which differs from CCCM’s Public Shareholders” and “Risk Factors — Risks Related to the Business Combination — Public Shareholders who do not redeem their Public Shares will experience immediate dilution upon Closing of the Business Combination as a result of the Class B Ordinary Shares held by the Sponsor, since the value of the Class B Ordinary Shares is likely to be substantially higher than the nominal price paid for them, as well as a result of the issuance of the shares of Pubco Stock in the Business Combination and the Transaction Financings.”

After careful consideration, the CCCM Board has unanimously approved the Business Combination Agreement and the other Proposals described in the accompanying proxy statement/prospectus, and the CCCM Board has determined that it is advisable to consummate the Business Combination. The CCCM Board recommends that Public Shareholders vote “FOR” the Proposals described in the accompanying proxy statement/prospectus (including each of the sub-proposals).

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Meeting. CCCM encourages you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “Risk Factors” on page 69 of this proxy statement/prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated            , 2025, and is first being mailed to CCCM Shareholders on or about            , 2025.

COLUMBUS CIRCLE CAPITAL CORP I
3 Columbus Circle, 24th Floor
New York, New York 10019

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON [•], 2025

TO THE SHAREHOLDERS OF COLUMBUS CIRCLE CAPITAL CORP I:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of the shareholders of Columbus Circle Capital Corp I, a Cayman Islands exempted company (“CCCM”), will be            at            a.m. Eastern Time, on            , 2025. The Meeting will be held at            and virtually over the Internet by means of a live audio webcast. You can participate in the Meeting, vote and submit questions via live webcast by visiting https://www.cstproxy.com/            and using a control number assigned by Continental Stock Transfer & Trust Company. You will not be required to attend the Meeting in person in order to vote, and CCCM encourages virtual participation which is treated as presence in person. You are cordially invited to attend the Meeting in person at the location noted above or via the live webcast noted above, and will be asked to consider and vote upon the following proposals (the “Proposals”):

(1)    The Domestication Proposal — to approve by way of a special resolution (a) the change of domicile of CCCM by way of a continuation out of the Cayman Islands and a domestication into the State of Delaware as a corporation (the “Domestication”); and (b) the filing of a Certificate of Corporate Domestication with the Secretary of State of Delaware, under which CCCM will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware. Only holders of Class B ordinary shares, par value $0.0001 per share, of CCCM (the “Class B Ordinary Shares”) will be entitled to vote on continuing CCCM in a jurisdiction outside the Cayman Islands. We refer to this proposal as the “Domestication Proposal.” The Domestication Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Domestication Proposal.”

(2)    The CCCM Interim Charter Proposal — to approve by way of a special resolution, subject to the approval of the Domestication Proposal by way of a special resolution, upon the Domestication taking effect, (a) the adoption of the certificate of incorporation (the “Interim Charter”), in the form appended to the accompanying proxy statement/prospectus as Annex B, in place of CCCM’s amended and restated memorandum and articles of association, as currently in effect (the “CCCM Memorandum and Articles”), and which will remove or amend those provisions of the CCCM Memorandum and Articles that terminate or otherwise cease to be applicable as a result of the Domestication; and (b) the adoption of bylaws in the form appended as Annex C to the accompanying proxy statement/prospectus (the “CCCM Bylaws”). Only holders of Class B Ordinary Shares will be entitled to vote on the adoption of the Interim Charter and CCCM Bylaws as the constitutional documents of CCCM to take effect upon the Domestication. We refer to this proposal as the “CCCM Interim Charter Proposal.” The CCCM Interim Charter Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The CCCM Interim Charter Proposal.”

(3)    The Business Combination Proposal — to approve by way of an ordinary resolution the Business Combination Agreement, dated as of June 23, 2025, as amended on July 28, 2025 (and as may be further amended, restated or otherwise modified from time to time, the “Business Combination Agreement”), by and among CCCM, ProCap Financial, Inc., a Delaware corporation (“Pubco”), Crius SPAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“SPAC Merger Sub”), Crius Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub”), ProCap BTC, LLC, a Delaware limited liability company (“ProCap”), and Inflection Points Inc d/b/a Professional Capital Management, a Delaware corporation (the “Seller”), pursuant to which, among other things, following the Domestication, (a) SPAC Merger Sub will merge with and into CCCM, with CCCM continuing as the surviving entity (the “SPAC Merger”), and (b) Company Merger Sub will merge with and into ProCap, with ProCap continuing as the surviving entity (the “Company Merger,” and together with SPAC Merger, the “Mergers” and, together with the transactions contemplated by the Business Combination Agreement and the Ancillary Documents (as defined below), the “Business Combination”).

We refer to this proposal as the “Business Combination Proposal.” The Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Business Combination Proposal,” and a copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

(4)    The Pubco Charter Proposal — to approve by way of ordinary resolution the adoption of the amended and restated certificate of incorporation of Pubco (the “Pubco Charter”) and the amended and restated bylaws of Pubco (the “Pubco Bylaws”), substantially in the form attached to this proxy statement/prospectus as Annexes D and E, respectively (the “Proposed Organizational Documents”), which are necessary to adequately address the needs of Pubco following the Closing. All CCCM Shareholders are encouraged to read the Proposed Organizational Documents in their entirety. We refer to this proposal as the “Pubco Charter Proposal.” The Pubco Charter Proposal is described in more detail in the accompanying proxy statement/prospectus under heading “The Pubco Charter Proposal.”

(5)    The Organizational Documents Proposals — to approve by way of ordinary resolution, on a non-binding advisory basis, three separate proposals to approve the material differences between the CCCM Memorandum and Articles and the Proposed Organizational Documents. We refer to this proposal as the “Organizational Documents Proposals.” The Organizational Documents Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “The Organizational Documents Proposals.”

(i)     Proposal 5(A) — to approve the provision in the Pubco Charter authorizing the issuance of up to 600,000,000 shares, consisting of 550,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share.

(ii)    Proposal 5(B) — to approve the provision of the Pubco Charter requiring, subject to the DGCL, the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of Pubco Stock entitled to vote thereon, voting together as a single class, to amend, repeal, or modify the Pubco Charter or Pubco Bylaws.

(iii)   Proposal 5(C) — to approve all provisions of the Proposed Organizational Documents related to the change from a blank check company with a limited time period to complete a business combination to a corporation with perpetual existence.

(6)    The Director Election Proposal — to approve by way of an ordinary resolution a proposal to elect seven directors to serve on the board of directors of Pubco (the “Pubco Board”) following consummation of the Business Combination for the applicable term under the Pubco Charter, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal. We refer to this proposal as the “Director Election Proposal.” The Director Election Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Director Election Proposal.”

(7)    The Nasdaq Proposal — to approve by way of an ordinary resolution a proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of (i) shares of Pubco Stock in connection with the Business Combination and (ii) additional shares of Pubco Stock that will, upon Closing, be reserved for issuance (a) upon conversion of the Convertible Notes (as defined herein) issued pursuant to the Convertible Note Subscription Agreements (as defined herein) and (b) pursuant to the Incentive Plan (as defined below), to the extent such issuances would require shareholder approval under Nasdaq Rule 5635. We refer to this proposal as the “Nasdaq Proposal.” The Nasdaq Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Nasdaq Proposal.”

(8)    The Incentive Plan Proposal — to approve by way of an ordinary resolution the ProCap Financial, Inc. 2025 Equity Incentive Plan, referred to as the “Incentive Plan.” The form of Incentive Plan to become effective upon consummation of the Business Combination is appended to the accompanying proxy statement/prospectus as Annex F. The Pubco Board intends to adopt the Incentive Plan, subject to approval of CCCM Shareholders, effective upon the Closing, to be used by Pubco on a going-forward basis from the Closing. We refer to this proposal as the “Incentive Plan Proposal.” The Incentive Plan Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Incentive Plan Proposal.”

The CCCM Board has already approved the Business Combination. Each of the Business Combination Proposal, the Pubco Charter Proposal, the Organizational Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal the Adjournment Proposal and the election of each director nominee pursuant to the Director Election Proposal is required to be approved by an ordinary resolution of CCCM Shareholders, which requires the affirmative vote of a simple majority of the issued and outstanding Ordinary Shares as of the Record Date being entitled to vote, present in person (including via the virtual meeting platform) or by proxy and voting thereon at the Meeting. However, the CCCM Shareholder votes regarding the Organizational Documents Proposals are advisory votes and are not binding on CCCM or the CCCM Board. The Domestication Proposal and the CCCM Interim Charter Proposal are required to be approved by a special resolution of the holders of Class B Ordinary Shares, which requires the affirmative vote of holders of at least two-thirds of the issued and outstanding Class B Ordinary Shares as of the Record Date, being entitled to vote, present in person (including via the virtual meeting platform) or by proxy and voting thereon at the Meeting.

Under the Business Combination Agreement, the approval by CCCM Shareholders of the Domestication Proposal, the Business Combination Proposal, the Nasdaq Proposal and the Incentive Plan Proposal are conditions to the consummation of the Business Combination. If any of such Proposals are not approved by CCCM Shareholders, the Business Combination will not be consummated, unless waived by the parties. Each of the Domestication Proposal, CCCM Interim Charter Proposal, the Pubco Charter Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal are conditional upon the approval of the Business Combination Proposal. The CCCM Interim Charter Proposal is conditioned upon the approval of the Domestication Proposal by way of a special resolution. The Adjournment Proposal is not conditioned on the approval of any other proposal.

The Sponsor currently holds 8,333,333 Class B Ordinary Shares and 265,000 Private Placement Units. The Sponsor has agreed to vote its 8,598,333 Ordinary Shares, representing approximately 25.3% of the issued and outstanding Ordinary Shares, in favor of each of the Proposals. As a result, with respect to each Proposal that requires approval of CCCM Shareholders by an ordinary resolution, in addition to the Sponsor’s Ordinary Shares, CCCM would need only 8,420,834, or approximately 33.7%, of the 25,000,000 Public Shares (assuming all issued and outstanding Ordinary Shares are voted at the Meeting), and none of the 25,000,000 Public Shares assuming a minimum number of Ordinary Shares to achieve a quorum are voted at the Meeting, to be voted in favor of such Proposals in order to have such Proposals approved. With respect to the Domestication Proposal and the CCCM Interim Charter Proposal, each of which requires approval of holders of Class B Ordinary Shares by a special resolution, none of the 25,000,000 Public Shares may be voted in favor of such Proposals in order to have such Proposals approved.

Pursuant to the CCCM Memorandum and Articles, CCCM is providing the Public Shareholders with the opportunity to redeem, upon the Closing, Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (calculated as of two (2) business days prior to the Closing) in the Trust Account that holds the proceeds (including interest but less taxes payable) of CCCM’s initial public offering (the “CCCM IPO”). For illustrative purposes, based on funds in the Trust Account of approximately $251.2 million as of June 30, 2025, the estimated per share redemption price would have been $10.05 per share. CCCM Shareholders are not required to affirmatively vote for or against the Business Combination in order to redeem their Public Shares for cash. This means that CCCM Shareholders who hold Public Shares on or before [•], 2025 (two (2) business days before the Meeting) will be eligible to elect to have their Public Shares redeemed for cash in connection with the Meeting, whether or not they are holders as of the Record Date, and whether or not such Public Shares are voted at the Meeting.

The Sponsor and CCCM’s executive officers and directors have agreed to waive their redemption rights with respect to any Ordinary Shares they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

All CCCM Shareholders are cordially invited to attend the Meeting. Your vote is important regardless of the number of shares you own. Whether you plan to attend the Meeting or not, to ensure your representation at the Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of Ordinary Shares, you may also cast your vote via Internet or telephone or in person. If your Ordinary Shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Meeting and vote yourself, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on any of the Proposals.

ADDITIONAL INFORMATION

This document incorporates important business and financial information about CCCM filed with the Securities and Exchange Commission (the “SEC”) that is not included in or delivered with this document. You can obtain any of the documents filed with the SEC by CCCM at no cost from the SEC’s website at www.sec.gov. You may also request copies of these documents, including documents incorporated by reference into this document, at no cost, by contacting CCCM. Please see “Where You Can Find More Information” for more details. In order to receive timely delivery of the documents in advance of the Meeting, you should make your request to

Columbus Circle Capital Corp I
3 Columbus Circle, 24th Floor
New York, New York 10019
Tel: (646) 792-5600
Email: ir@columbuscirclecap.com

or

Morrow Sodali LLC
333 Ludlow St., 5th Floor, South Tower
Stamford, CT 06902
Telephone: (203) 658-9400
Bank and Brokers can call at (800) 662-5200
BRR@investor.sodali.com

To obtain timely delivery, you must request the information no later than five business days before the date you must make their investment decision.

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by CCCM, Pubco or ProCap. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of CCCM, Pubco or ProCap since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

You will not be charged for any of these documents that you request. To obtain timely delivery of requested materials, you must request the documents no later than five (5) business days prior to the date of the Meeting.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 (“Registration Statement”) filed with the SEC by Pubco (File No. 333-[•]), constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Pubco Stock to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Meeting of CCCM Shareholders at which CCCM Shareholders will be asked to consider and vote upon the approval of the Business Combination Proposal, among other matters, as described below:

(1)    The Domestication Proposal — to approve by special resolution the Domestication. See the section entitled “The Domestication Proposal.”

(2)    The CCCM Interim Charter Proposal — to approve by special resolution, subject to the approval of the Domestication Proposal by way of a special resolution, upon the Domestication taking effect, the adoption of the Interim Charter and CCCM Bylaws as the constitutional documents of CCCM. See the section entitled “The CCCM Interim Charter Proposal.”

(3)    The Business Combination Proposal — to approve by ordinary resolution the Business Combination Agreement and the Business Combination. See the section entitled “The Business Combination Proposal.”

(4)    The Pubco Charter Proposal — to approve by ordinary resolution the adoption of the Proposed Organizational Documents. See the section entitled “The Pubco Charter Proposal.”

(5)    The Organizational Documents Proposals — to approve, on a non-binding advisory basis, three separate proposals to approve the material differences between the CCCM Memorandum and Articles and the Proposed Organizational Documents. See the section entitled “The Organizational Documents Proposals.”

(6)    The Director Election Proposal — to approve by ordinary resolution, on a non-binding advisory basis, a proposal to elect seven directors to serve on the Pubco Board following consummation of the Business Combination for the applicable term under the Proposed Organizational Documents or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal. See the section entitled “The Director Election Proposal.”

(7)    The Nasdaq Proposal — to approve by ordinary resolution a proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of (i) shares of Pubco Stock in connection with the Business Combination and (ii) additional shares of Pubco Stock that will, upon Closing, be reserved for issuance (a) upon conversion of the Convertible Notes issued pursuant to the Convertible Note Subscription Agreements and (b) pursuant to the Incentive Plan, to the extent such issuances would require shareholder approval under Nasdaq Rule 5635. See the section entitled “The Nasdaq Proposal.”

(8)    The Incentive Plan Proposal — to approve by ordinary resolution the Incentive Plan. The form of Incentive Plan to become effective upon consummation of the Business Combination is appended to the accompanying proxy statement/prospectus as Annex F. The Pubco Board intends to adopt the Incentive Plan, subject to approval of the CCCM Shareholders, effective upon the Closing, to be used by Pubco on a going-forward basis from the Closing. See the section entitled “The Incentive Plan Proposal.”

(9)    The Adjournment Proposal — to approve by ordinary resolution a proposal to adjourn the Meeting to a later date or dates, if it is determined by CCCM that additional time is necessary or appropriate to complete the Business Combination or for any other reason. See the section entitled “The Adjournment Proposal.”

CCCM files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read CCCM’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

You may request copies of this proxy statement/prospectus, without charge, by written or oral request to CCCM’s proxy solicitor at:

Morrow Sodali LLC
333 Ludlow St., 5th Floor, South Tower

Stamford, CT 06902

Telephone: (203) 658-9400

Bank and Brokers can call at: (800) 662-5200

Email: BRR@investor.sodali.com

To obtain timely delivery of requested materials, you must request the documents no later than five (5) business days prior to the date of the Meeting.

You may also obtain additional information about CCCM from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption (which includes the name of the beneficial owner of the shares) and deliver your Public Shares electronically to CCCM’s transfer agent at least two business days prior to the Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” in the section entitled “Questions and Answers About the Proposals.” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Email: spacredemptions@continentalstock.com

FINANCIAL STATEMENT PRESENTATION

Pubco

Pubco was incorporated in Delaware on June 17, 2025, for the purpose of effectuating the Business Combination described herein. Pubco has no material assets and does not operate any businesses. The financial statements of ProCap included in this proxy statement/prospectus have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Accordingly, the unaudited pro forma combined financial information presented in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP and denominated in U.S. dollars.

CCCM

The financial statements of CCCM included in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP.

ProCap

ProCap was incorporated in Delaware on June 10, 2025, as a Delaware limited liability company. The financial statements of ProCap included in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP.

This proxy statement/prospectus contains:

•        the audited financial statements of CCCM for the period from June 25, 2024 (Inception) through December 31, 2024 and the unaudited financial statements of CCCM as of June 30, 2025;

•        the audited financial statements of ProCap as of June 30, 2025; and

•        the audited financial statements of Pubco as of June 30, 2025.

Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the audited and unaudited financial statements of CCCM and ProCap, as applicable, included in this proxy statement/prospectus.

In this proxy statement/prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to “$,” “US$,” “USD” and “dollars” mean U.S. dollars.

In this proxy statement/prospectus, unless otherwise indicated, all calculations of Adjustment Shares have been calculated using a Closing Bitcoin Price of $116,573.615 as determined by the average of the CME CF Bitcoin Reference Rate — New York Variant for the ten-day period ending on August 22, 2025.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, Pubco, ProCap and CCCM rely on and refer to industry data, information and statistics, regarding the industry and markets in which ProCap competes, from publicly available information, industry and general publications and research and studies conducted by third parties. Each of Pubco, ProCap and CCCM has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. The industry in which Pubco will operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” Furthermore, such information and data cannot always be verified with complete certainty due to limits on the availability and reliability of data, the voluntary nature of the data gathering process and other limitations and uncertainties. Finally, while each of Pubco, ProCap and CCCM believes its own internal estimates and research are reliable, and is not aware of any misstatements regarding such information and data presented in this proxy statement/prospectus, such research has not been verified by any independent source. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section of this proxy statement/prospectus entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

Notwithstanding anything in this proxy statement/prospectus to the contrary, Pubco, ProCap and CCCM are responsible for all disclosures in this proxy statement/prospectus.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This proxy statement/prospectus contains references to trademarks and service marks belonging to other entities.

Pubco, ProCap, CCCM and their respective affiliates own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

DEFINED TERMS

In this document the following terms, when capitalized, have the following meanings.

“$,” “USD,” “US$” and “U.S. dollar” each refer to the legal currency of the United States.

“2024 SPAC Rules” means the rules and regulations for SPACs adopted by the SEC on January 24, 2024, and which became effective on July 1, 2024.

“25% Redemptions” means a scenario whereby 25%, or 5,063,714, of the Public Shares are redeemed by Public Shareholders.

“50% Redemptions” means a scenario whereby 50%, or 10,127,428, of the Public Shares are redeemed by Public Shareholders.

“75% Redemptions” means a scenario whereby 75%, or 15,191,142, of the Public Shares are redeemed by Public Shareholders.

“Acquisition Proposal” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any person or group at any time relating to an Alternative Transaction.

“Adjournment Proposal” means a proposal to adjourn the Meeting to a later date or dates, if it is determined by CCCM that additional time is necessary or appropriate to complete the Business Combination or for any other reason.

“Affiliate(s)” when used with respect to a particular person, means any other person directly or indirectly through one or more intermediaries, controls, is controlled by or under common control with such person (a) in the case of a natural person, shall include without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption of anyone residing in such person’s home, a trust for benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly or indirectly as of the date on which, or at any time during the period for which, the determination of affiliation is being made, whether through one or more intermediaries or otherwise, and the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Alternative Transaction” means (A) with respect to ProCap, Pubco, the Merger Subs, the Seller and their respective Affiliates, a transaction (other than the transactions contemplated by the Business Combination Agreement and any Ancillary Document) concerning the sale of (x) all or any material part of the business or assets of ProCap or the Seller (other than in the ordinary course of business consistent with past practice) or (y) any of the membership units or other equity interests or profits of ProCap, in any case, whether such transaction takes the form of a sale of shares or other equity interests in ProCap, assets, merger, consolidation, issuance of debt securities, management contract, joint venture or partnership, or otherwise, (B) with respect to ProCap, (x) the sale of any portion of the Purchased Bitcoin, and (C) with respect to CCCM and its Affiliates, a transaction (other than the transactions contemplated by the Business Combination Agreement) concerning an initial business combination involving CCCM.

“Amended and Restated Registration Rights Agreement” means the Amended and Restated Registration Agreement to be executed at Closing by and among Pubco, CCCM, the Sponsor, Seller, certain ProCap Holders and ProCap in the form attached hereto as Exhibit 10.21.

“Anchorage” means Anchorage Digital Bank, N.A., a digital asset custodian servicing institution.

“Ancillary Document(s)” means each agreement, instrument or document attached to the Business Combination Agreement as an exhibit, and the other agreements, certificates and instruments executed or delivered by any of the Parties in connection with or pursuant to the Business Combination Agreement or the Business Combination, including the Sponsor Support Agreement, the Lock-Up Agreement, the Non-Competition Agreement, the Voting Agreement, the Services Agreement, the Amended and Restated Registration Rights Agreement, the Insider Letter Amendment, the Employment Agreements, the Preferred Equity Subscription Agreements, the Convertible Note Subscription Agreements, the Services Agreement and the Proposed Organizational Documents.

“ASU 2023-08” means the updated accounting standards issued by the Financial Accounting Standards Board to address accounting and disclosure of certain crypto assets.

“Bitcoin Price” means with respect to any given day, the CME CF Bitcoin Reference Rate — New York Variant index for such day.

“Broker non-vote” means the failure of a CCCM Shareholder who holds his, her or its shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee.

“Business Combination” means, collectively, the Domestication, the Mergers, the Transaction Financings and the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents.

“Business Combination Agreement” means the Business Combination Agreement, dated as of June 23, 2025, by and among CCCM, ProCap, Pubco, SPAC Merger Sub, Company Merger Sub and the Seller, as amended by the First Amendment to the Business Combination Agreement (and as may be further amended and/or amended and restated), a copy of which is attached hereto as Annex A.

“Business Combination Marketing Agreement” means the letter agreement, dated May 15, 2025, by and between CCCM and the Placement Agents.

“Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Business Combination.

“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“CCCM” means Columbus Circle Capital Corp I, a Cayman Islands exempted company.

“CCCM Audit Committee” means the audit committee of the CCCM Board.

“CCCM Board” means the board of directors of CCCM.

“CCCM Bylaws” means the bylaws of CCCM to take effect upon the Domestication, in the form included as Annex C to this proxy statement/prospectus, as further described in the “Domestication Proposal” section of this proxy statement/prospectus.

“CCCM Compensation Committee” means the compensation committee of the CCCM Board.

“CCCM Interim Charter Proposal” means the proposal to approve by special resolution, subject to the approval of the Domestication Proposal by way of a special resolution, upon the Domestication taking effect, the adoption of the Interim Charter and CCCM Bylaws as the constitutional documents of CCCM.

“CCCM IPO” means the initial public offering of the Public Shares by CCCM which was consummated on May 19, 2025.

“CCCM IPO Prospectus” means the final prospectus of CCCM, dated as of May 15, 2025, and filed with the SEC (File Nos. 333-286778 and 333-287336) on May 19, 2025.

“CCCM Memorandum and Articles” means the amended and restated memorandum and articles of association of CCCM as currently in effect.

“CCCM Private Placement” means the sale of the 705,000 Private Placement Units to the Sponsor and the Representatives that occurred concurrently with the CCCM IPO.

“CCCM Shareholder Approval Matters” means the Domestication Proposal, Business Combination Proposal, the Nasdaq Proposal and the Incentive Plan Proposal.

“CCCM Shareholders” means the holders of Ordinary Shares.

“CFIUS” means the Committee on Foreign Investment in the United States.

“CFTC” means the Commodity Futures Trading Commission.

“Chapter 11” means 11 U.S.C. §§ 1101 to 1174 in the United States Bankruptcy Code.

“Charter Effectiveness Date” means the effective date of the Pubco Charter.

“Class A Holders” means holders of Class A Ordinary Shares.

“Class A Ordinary Shares” means class A ordinary shares, par value $0.0001 per share, of CCCM.

“Class B Ordinary Shares” means class B ordinary shares, par value $0.0001 per share, of CCCM.

“Closing” means the closing of the Business Combination.

“Closing Bitcoin Price” means the U.S. dollar price of one Bitcoin as determined by the average of the CME CF Bitcoin Reference Rate — New York Variant for the ten (10)-day period ending on the third (3rd) Business Day prior to the Closing Date, provided that if such price is equal to or greater than $200,000.00, the Closing Bitcoin Price shall be deemed to be $200,000.00.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combination Period” means the 24-month period that CCCM has to consummate an initial business combination from the closing of the CCCM IPO to May 19, 2027, or such earlier date as determined by the CCCM Board, or as such date may may be extended pursuant to the CCCM Memorandum and Articles.

“Commodity Exchange Act” means the Commodity Exchange Act of 1936.

“Common Units” means the common units of ProCap.

“Company Merger” means the merger of Company Merger Sub with and into ProCap, with ProCap as the surviving subsidiary.

“Company Merger Effective Time” means at the time on the date of Closing when the certificate of merger for the Company Merger has been duly accepted for filing by the Delaware Secretary of State in accordance with the DGCL (or such other time as specified in the certificate of merger).

“Company Merger Sub” means Crius Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco.

“Convertible Note Financing” means the proposed sale and issuance of Convertible Notes pursuant to the Convertible Note Subscription Agreements in an aggregate principal amount of $235 million (not inclusive of the Upsize Notes).

“Convertible Note Investors” means the investors that entered into the Convertible Note Subscription Agreements with CCCM, ProCap and Pubco.

“Convertible Note Subscription Agreement(s)” means the Subscription Agreements, dated June 23, 2025, by and among Pubco, CCCM, ProCap and each of the Convertible Note Investors.

“Convertible Notes” means the convertible notes in an aggregate principal amount of $235 million to be issued by Pubco pursuant to the Convertible Note Financing.

“Converting Non-U.S. Holder” means a Non-U.S. Holder that elects to have their Public Shares converted for cash.

“Converting U.S. Holder” means a U.S. Holder that converts its Public Shares into cash.

“CST” means Continental Stock Transfer & Trust Company, transfer agent of CCCM and trustee of the Trust Account.

“D&O Indemnified Persons” means the current or former directors and officers of CCCM, ProCap or Pubco.

“DGCL” means the General Corporation Law of the State of Delaware.

“Director Election Proposal” means the proposal to elect seven directors, effective upon the Closing, each to serve on the Pubco Board for the applicable term, under the Pubco Charter, or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal.

“Directors” means the directors of Pubco from time to time, and each a Director.

“DTC” means The Depository Trust Company.

“DWAC” means DTC’s Deposit Withdrawal at Custodian service.

“Effective Date” means the date this Registration Statement is effective.

“Effective Time” means the Company Merger Effective Time and the SPAC Merger Effective Time.

“EGS” means Ellenoff, Grossman & Schole LLP.

“Engagement Letter” means that certain letter agreement, dated as of June 7, 2025, by and among CCCM, Cohen & Company Securities, acting through Cohen Capital Markets, and Clear Street.

“ETF(s)” means exchange-traded funds.

“ETP(s)” means exchange-traded products.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FATCA” means the United States Foreign Account Tax Compliance Act.

“FDIC” means Federal Deposit Insurance Corporation.

“First Amendment to the Business Combination Agreement” means the First Amendment to the Business Combination Agreement, dated as of July 28, 2025, by and among CCCM, ProCap, Pubco, SPAC Merger Sub, Company Merger Sub and the Seller.

“Founder Shares” means, initially, the 8,333,333 Class B Ordinary Shares purchased by the Sponsor for $25,000 in a private placement prior to the CCCM IPO and after the Domestication, the Class B common stock of CCCM; provided that following the Closing, Founder Shares shall refer to the shares of Pubco Stock received by the Sponsor in exchange for Class A common stock of CCCM in the SPAC Merger, after the conversion of Class B common stock into Class A common stock of CCCM pursuant to the Interim Charter.

“FSMA 2023” means the Financial Services and Markets Act 2023 adopted and implemented by the United Kingdom in June 2023.

“Incentive Plan” means the ProCap Financial, Inc. 2025 Equity Incentive Plan, as amended from time to time, to become effective upon the closing of the Business Combination, a copy of which is attached hereto as Annex F.

“Incentive Plan Proposal” means the proposal to approve the Incentive Plan.

“Indenture” means the Indenture to be executed at Closing by Pubco, the Collateral Agent and the Trustee, in the form attached as an exhibit to the Convertible Note Subscription Agreements.

“Insider Letter” means the letter agreement, dated as of May 15, 2025, and as amended, by and among CCCM, the Sponsor and the officers and directors of CCCM at the time of the CCCM IPO.

“Interim Charter” means the certificate of incorporation attached to this proxy statement/prospectus as Annex B and to be adopted by CCCM upon the Domestication taking effect.

“Interim Period” means the period from the date of the Business Combination Agreement until the earlier of (a) the Closing or (b) the termination of the Business Combination Agreement in accordance with its terms.

“Investment Company Act” means the United States Investment Company Act of 1940, as amended.

“IRA” means United States Inflation Reduction Act of 2022.

“Issue Date” means the date the Convertible Notes are issued.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Lock-Up Agreement” means the Lock-Up Agreement, dated as of June 23, 2025, by and between Professional Capital Management and ProCap.

“Material Adverse Effect” means (i) with respect to any specified person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or (b) the ability of such person or any of its subsidiaries to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations under the Business Combination Agreement or the Ancillary Documents, in

each case subject to certain customary exceptions, or (ii) with respect to ProCap, if the average Reference Rate for any consecutive ten (10)-day period is below $25,000; provided, that if the average Reference Rate subsequently rises above $25,000 for any consecutive ten (10)-day period, there shall not be any deemed Material Adverse Effect. Certain of the representations are subject to specified exceptions and qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement.

“Maximum Redemptions” means a scenario whereby 81.02%, or 20,254,856, of the Public Shares are redeemed by Public Shareholders.

“Meeting” or the “Extraordinary General Meeting” means the extraordinary general meeting of CCCM Shareholders, to be held on [•], 2025 at [•] a.m. Eastern Time.

“Mergers” means the SPAC Merger and the Company Merger.

“MiCA” means the European Union’s Markets in Crypto Assets Regulation.

“MLRs” means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

“mNAV” represents a multiple of Bitcoin NAV, calculated by dividing Enterprise Value by Bitcoin NAV (as defined below). “Enterprise Value” for these purposes means the sum of the market capitalization of the all basic shares of common stock outstanding, the notional value of outstanding indebtedness, the notional value of outstanding perpetual preferred stock less our cash balance. “Bitcoin NAV” for these purposes means the market value of Bitcoin holdings calculated by multiplying the current market price of one Bitcoin by the total number of Bitcoin that held. Bitcoin NAV and mNAV are supplemental, non-GAAP financial measures, not substitutes for financial information prepared in accordance with GAAP, and should be considered by investors only in conjunction with the most directly comparable GAAP measures.

“MTM” means market-to-market.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Proposal” means the proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of (i) shares of Pubco Stock in connection with the Business Combination and (ii) the additional shares of Pubco Stock that will, upon Closing, be reserved for issuance (a) upon conversion of the Convertible Notes issued pursuant to the Convertible Note Subscription Agreements and (b) pursuant to the Incentive Plan, to the extent such issuances would require stockholder approval under Nasdaq Rule 5635.

“Nasdaq Rule(s)” means The Nasdaq Stock Market Listing Rule(s).

“No Redemptions” means a scenario whereby none of the Public Shareholders redeem their Public Shares.

“NTBV” means net tangible book value.

“OCC” means the Office of the Comptroller of the Currency of the United States.

“Ordinary Shares” means collectively, the Class A Ordinary Shares and the Class B Ordinary Shares.

“Organizational Documents Proposals” means three separate sub-proposals to approve the material differences between CCCM Memorandum and Articles and Pubco Charter to be effective upon the completion of the Business Combination.

“OTC” means over the counter.

“Parties” means the parties to the Business Combination Agreement, being CCCM, ProCap, Pubco, SPAC Merger Sub, Company Merger Sub and Professional Capital Management.

“PCAOB” means the Public Company Accounting Oversight Board.

“Person” means an individual, corporation, company, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Placement Agents” or “Representatives” means Cohen Capital Markets and Clear Street.

“Preferred Equity Investment” means the issuance and sale by ProCap of the Preferred Units to the Preferred Equity Investors pursuant to the Preferred Equity Subscription Agreements.

“Preferred Equity Investors” means the investors that entered into the Preferred Equity Subscription Agreements with CCCM, ProCap and Pubco.

“Preferred Equity Subscription Agreement(s)” means, collectively, the Preferred Equity Subscription Agreements, dated as of June 23, 2025, by and among CCCM, Pubco, ProCap and each Preferred Equity Investor.

“Preferred Units” means the non-voting preferred units of ProCap.

“Private Placement Units” means the 705,000 Private Placement Units purchased by the Sponsor and the Representatives in the CCCM Private Placement.

“ProCap” means ProCap BTC, LLC, a Delaware limited liability company.

“ProCap Holders” means the members of ProCap.

“ProCap Units” means, collectively, the Common Units and the Preferred Units.

“Professional Capital Management” or “Seller” means Inflection Points Inc d/b/a Professional Capital Management, a Delaware corporation.

“Proposals” means the Domestication Proposal, the CCCM Interim Charter Proposal, the Business Combination Proposal, the Pubco Charter Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal.

“Proposed Organizational Documents” means the Pubco Charter and the Pubco Bylaws.

“proxy statement/prospectus” means this proxy statement/prospectus included in the Registration Statement.

“Pubco” means ProCap Financial, Inc., a Delaware corporation.

“Pubco Audit Committee” means the audit committee of the Pubco Board.

“Pubco Board” means the board of directors of Pubco.

“Pubco Bylaws” means the amended and restated bylaws of Pubco to be adopted at Closing.

“Pubco Charter” means the amended and restated certificate of incorporation of Pubco to be adopted at Closing.

“Pubco Charter Proposal” means the proposal to approve the adoption of the Proposed Organizational Documents.

“Pubco Compensation Committee” means the compensation committee of the Pubco Board.

“Pubco Governance Committee” means the nominating and corporate governance committee of the Pubco Board.

“Pubco Organizational Documents” means the certificate of incorporation of Pubco and the bylaws of Pubco as currently in effect under the DGCL.

“Pubco Stock” means the shares of common stock, par value $0.001 per share, of Pubco.

“Pubco Warrants” means warrants to purchase shares of Pubco Stock at an exercise price of $11.50 per share.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means the 25,000,000 Class A Ordinary Shares included in the Units issued in the CCCM IPO.

“Record Date” means [•], 2025, the record date for the Meeting.

“Registration Statement” means the Registration Statement on Form S-4 (Registration No. 333-[•]) filed by Pubco with the SEC of which this proxy statement/prospectus forms a part.

“Regulation S-K” means Regulation S-K of the Securities Act.

“Required Shareholder Approval” means the approval of the CCCM Shareholder Approval Matters that are submitted to the vote of the CCCM Shareholders at the Meeting in accordance with this proxy statement/prospectus, by the requisite vote of the CCCM Shareholders at the Meeting, in accordance with the CCCM Memorandum and Articles, applicable law and this proxy statement/prospectus.

“Resale Registration Statement” means the registration statement on Form S-1 to be filed by Pubco with the SEC after the Closing to register the resale of the shares of Pubco Stock into which the Preferred Units will be converted pursuant to the Business Combination Agreement upon the Closing.

“SAB” means the Staff Accounting Bulletin issued by the SEC.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as may be amended.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Services Agreement” means Investment Consulting and Marketing Services Agreement, dated as of June 23, 2025, by and between Professional Capital Management and ProCap.

“Signing Bitcoin Price” means the U.S. dollar price of one Bitcoin as set forth in the Trade Confirmation delivered pursuant to Section 8.23(a) of the Business Combination Agreement.

“SPAC” means a special purpose acquisition company.

“SPAC Consideration Shares” means a number of shares of Pubco Stock to be received by non-redeeming holders of Public Shares equal to: (i) the aggregate number of Public Shares issued and outstanding as of the Effective Time, plus (ii) fifteen percent (15%) of the Adjustment Shares.

“SPAC Guidance” means the guidance issued by the SEC to the 2024 SPAC Rules.

“SPAC Merger” means the merger of SPAC Merger Sub with and into CCCM, with CCCM continuing as the surviving company.

“SPAC Merger Effective Time” means the time on the date of Closing when the when the certificate of merger for the SPAC Merger has been duly accepted for filing by the Delaware Secretary of State in accordance with the DGCL (or such other time as specified in the certificate of merger).

“SPAC Merger Sub” means Crius SPAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco.

“Sponsor” means Columbus Circle I Sponsor Corp LLC, a Delaware limited liability company.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated June 23, 2025, by and among ProCap, CCCM and the Sponsor.

“Transaction Financings” means the Preferred Equity Investment and the Convertible Notes Financing.

“Treasury Regulations” means regulations promulgated by the United States Department of the Treasury.

“Trust Account” means the trust account of CCCM that holds the net proceeds of the CCCM IPO and the CCCM Private Placement.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of May 15, 2025, by and between CCCM and CST.

“U.S.” means the United States of America.

“U.S. GAAP” or “GAAP” means generally accepted accounting principles in the United States of America.

“Withum” means WithumSmith+Brown, PC.

“Working Capital Loans” means the funds that the Sponsor or an affiliate of the Sponsor, or certain of CCCM’s officers and directors may, but are not obligated to, loan CCCM as may be required to cover the working capital requirements of CCCM.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding CCCM, Pubco, ProCap and their respective management teams’ expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “objective,” “potential,” “predict,” “project,” “should,” “strive,” “will,” “ongoing,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        Pubco’s operating results or its Bitcoin treasury strategy,

•        ProCap and the Business Combination and statements regarding the anticipated benefits and timing of the completion of the Business Combination,

•        the assets held by Pubco, which may include cash, Bitcoin or other cryptocurrencies, investments, intellectual property and other tangible and intangible assets,

•        the price and volatility of Bitcoin,

•        Bitcoin’s increasing acceptance and growing prominence as a digital asset and as the foundation of a new financial system,

•        Pubco’s listing on any securities exchange,

•        the economic, regulatory and political conditions surrounding Bitcoin, such as government regulation, monetary policy, geopolitical tensions, and public sentiment, Pubco’s ability to increase the amount of Bitcoin held on behalf of each share of Pubco Stock, as well as the rate of return generated from its Bitcoin holdings,

•        Pubco’s ability to build Bitcoin financial services and build on top of Bitcoin with high-margin, high-growth cash flow opportunities,

•        Pubco’s ability to give its shareholders indirect Bitcoin exposure to participate in Bitcoin in the capital markets plans and use of proceeds as well as any potential future capital raises,

•        Strategic goals, operational plans and objectives of management for future operations of Pubco,

•        the upside potential and opportunity for investors,

•        Pubco’s projections and expectations for value creation and strategic advantages, market size and growth opportunities, technological and market trends,

•        future financial condition and performance and expected financial impacts of the Business Combination, and

•        the satisfaction of various legal, regulatory and contractual closing conditions to the Business Combination.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of CCCM, Pubco or ProCap as of any subsequent date, and neither CCCM, ProCap nor Pubco undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or to instruct how your vote should be cast or how you should vote your shares on the Proposals. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Pubco may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•        the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of securities of CCCM or Pubco;

•        the risk that the Business Combination may not be completed by the end of the Combination Period;

•        the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of CCCM Shareholders, or either of the Transaction Financings;

•        failure to realize the anticipated benefits of the Business Combination;

•        the level of redemptions of the Public Shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing or trading of the Public Shares or the shares of Pubco Stock;

•        the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after the Closing;

•        costs related to the Business Combination and as a result of Pubco becoming a public company;

•        changes in business, market, financial, political and regulatory conditions;

•        risks relating to Pubco’s anticipated operations and business, including the highly volatile nature of the price of Bitcoin;

•        risks due to Pubco’s limited operating history and the concentration of its Bitcoin holdings; the risk that the Pubco Stock price will be highly correlated to the price of Bitcoin and the price of Bitcoin may decrease between the signing of the Business Combination Agreement and the Closing or at any time after the Closing;

•        risks related to increased competition in the industries in which Pubco will operate;

•        risks relating to significant legal, commercial, regulatory and technical uncertainty regarding Bitcoin;

•        risks relating to the treatment of crypto assets for U.S. and foreign tax purposes;

•        risks that after the Closing, Pubco experiences difficulties managing its growth and expanding operations;

•        challenges in implementing Pubco’s business plan including Bitcoin-related financial and advisory services, due to operational challenges, significant competition and regulation;

•        Pubco being considered to be a “shell company” by any securities exchange on which Pubco Stock will be listed or by the SEC, which may impact Pubco’s ability to list Pubco Stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities;

•        risks relating to the regulatory treatment of Pubco’s business and potentially burdensome regulatory requirements relating thereto;

•        the outcome of any potential legal proceedings that may be instituted against Pubco, CCCM or others following the announcement of the Business Combination, and

•        other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors.”

While forward-looking statements reflect CCCM’s, Pubco’s and ProCap’s good faith beliefs, as applicable, they are not guarantees of future performance. Except as otherwise required by applicable law, CCCM, Pubco and ProCap disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement/prospectus. For a further discussion of these and other factors that could cause CCCM’s, Pubco’s and ProCap’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors.” You should not place undue reliance on any forward-looking statements, which are based only on information currently available to CCCM, Pubco and ProCap.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Meeting and the Proposals. The following questions and answers do not include all the information that is important to CCCM Shareholders. CCCM Shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Meeting.

Q:     Why am I receiving this proxy statement/prospectus?

A:      On June 23, 2025, CCCM, Pubco, ProCap, SPAC Merger Sub, Company Merger Sub and Professional Capital Management entered into the Business Combination Agreement, as amended on July 28, 2025, pursuant to which they agreed to effect the Business Combination on the terms set forth therein and as is described in this proxy statement/prospectus. CCCM Shareholders are being asked to vote to approve the Business Combination Agreement and the Business Combination. The Business Combination Agreement provides that, among other things:

(i)     SPAC Merger Sub will merge with and into CCCM, with CCCM continuing as the surviving entity in the SPAC Merger, and each outstanding security of CCCM immediately prior to the effective time of the SPAC Merger (the “Effective Time”) will automatically be cancelled in exchange for the right to receive substantially equivalent securities of Pubco, and with holders of Public Shares immediately prior to the Effective Time receiving a number of shares of Pubco Stock (the “SPAC Consideration Shares”) equal to: (i) the aggregate number of Public Shares issued and outstanding as of the Effective Time, plus (ii) fifteen percent (15%) of the Adjustment Shares. Each non-redeeming Public Shareholder will receive its pro rata share of the SPAC Consideration Shares based on the number of Public Shares owned by such Public Shareholder immediately prior to the Closing; and

(ii)    Company Merger Sub will merge with and into ProCap, with ProCap continuing as the surviving entity in the Company Merger, and with (a) Professional Capital Management, which is the holder of all of the common units of ProCap (the “Common Units”), receiving 10,000,000 shares of Pubco Stock (such shares, the “Common Merger Consideration Shares”), and (b) the holders of the non-voting preferred units (the “Preferred Units”) of ProCap (the “Preferred Unit Holders”) receiving an aggregate number of shares of Pubco Stock equal to: (i) the product of (A) the number of Preferred Units outstanding immediately prior to the Company Merger multiplied by (B) 1.25 plus (ii) eighty five percent (85%) of the Adjustment Shares (the “Preferred Merger Consideration Shares” and together with the Common Merger Consideration Shares, the “Merger Consideration Shares”). Each Preferred Unit Holder will receive its pro rata share of the Preferred Merger Consideration Shares based on the number of Preferred Units owned by such Preferred Unit Holder immediately prior to the Closing.

The “Adjustment Shares” refer to the number of shares of Pubco Stock equal to (i) the product of (A) (I) the quotient obtained by dividing (x) the price of one Bitcoin as determined by the average of the CME CF Bitcoin Reference Rate — New York Variant (the “Reference Rate”) for the ten (10)-day period ending on the third (3rd) business day prior to the date of the Closing (the “Closing Bitcoin Price”), subject to a maximum price of $200,000 by (y) the time weighted average price for the period of time during which the Bitcoin purchased by ProCap using the proceeds from the Preferred Equity Investment (the “Purchased Bitcoin”) was acquired (the “Signing Bitcoin Price”) (II) minus 1, multiplied by (B) $516.5 million, divided by (ii) $10.00.

In connection with the signing of the Business Combination Agreement, on June 23, 2025, (i) the Preferred Equity Investors purchased an aggregate of 51,650,000 Preferred Units of ProCap at a purchase price of $10.00 per unit in a private placement, for an aggregate amount of $516.5 million of such Preferred Units in the Preferred Equity Investment, and (ii) the Convertible Notes Investors agreed to purchase Convertible Notes issued by Pubco, in an aggregate principal amount of $235 million, for an aggregate purchase price equal to 97% of the aggregate principal amount of the Convertible Notes in the Convertible Note Financing. The Convertible Note Financing will be funded and contingent upon the Closing.

For more information about the Transaction Financings and other arrangements contemplated by the Business Combination Agreement, please see the section entitled “The Business Combination Agreement — Ancillary Documents.”

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q:     What is being voted on at the Meeting?

A:     CCCM Shareholders are being asked to vote to approve the following Proposals:

(1)    The Domestication Proposal — to approve by special resolution the Domestication. See the section entitled “The Domestication Proposal.”

(2)    The CCCM Interim Charter Proposal — to approve by special resolution, subject to the approval of the Domestication Proposal by way of a special resolution, upon the Domestication taking effect, the adoption of the Interim Charter and CCCM Bylaws as the constitutional documents of CCCM. See the section entitled “The CCCM Interim Charter Proposal.”

(3)    The Business Combination Proposal — to approve by ordinary resolution the Business Combination Agreement and the Business Combination. See the section entitled “The Business Combination Proposal.”

(4)    The Pubco Charter Proposal — to approve by ordinary resolution the adoption of the Proposed Organizational Documents. See the section entitled “The Pubco Charter Proposal.”

(5)    The Organizational Documents Proposals — to approve, on a non-binding advisory basis, three separate proposals to approve the material differences between the CCCM Memorandum and Articles and the Proposed Organizational Documents. See the section entitled “The Organizational Documents Proposals.”

(6)    The Director Election Proposal — to approve by ordinary resolution a proposal to elect seven directors to serve on the Pubco Board following consummation of the Business Combination for the applicable term under the Proposed Organizational Documents or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal. See the section entitled “The Director Election Proposal.”

(7)    The Nasdaq Proposal — to approve by ordinary resolution a proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of (i) shares of Pubco Stock in connection with the Business Combination and (ii) additional shares of Pubco Stock that will, upon Closing, be reserved for issuance (a) upon conversion of the Convertible Notes issued pursuant to the Convertible Note Subscription Agreements and (b) pursuant to the Incentive Plan, to the extent such issuances would require shareholder approval under Nasdaq Rule 5635. See the section entitled “The Nasdaq Proposal.”

(8)    The Incentive Plan Proposal — to approve by ordinary resolution the Incentive Plan. The form of Incentive Plan to become effective upon consummation of the Business Combination is appended to the accompanying proxy statement/prospectus as Annex F. The Pubco Board intends to adopt the Incentive Plan, subject to approval of the CCCM Shareholders, effective upon the Closing, to be used by Pubco on a going-forward basis from the Closing. See the section entitled “The Incentive Plan Proposal.”

(9)     The Adjournment Proposal — to approve by ordinary resolution a proposal to adjourn the Meeting to a later date or dates, if it is determined by CCCM that additional time is necessary or appropriate to complete the Business Combination or for any other reason. See the section entitled “The Adjournment Proposal.”

CCCM will hold the Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. CCCM Shareholders should read it carefully.

The vote of CCCM Shareholders is important. CCCM Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     Why is CCCM proposing the Domestication?

A:     The CCCM Board has determined that it would be in the best interests of CCCM to effect the Domestication to avoid certain taxes that would be imposed if it were to conduct an operating business in the United States as a foreign corporation following the Business Combination. Additionally, the CCCM Board has determined that Delaware provides a recognized body of corporate law that will facilitate corporate governance by its officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures CCCM is proposing. Due

to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its popularity as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to CCCM’s corporate legal affairs following the Business Combination.

The Domestication will not occur unless the CCCM shareholders have approved the Domestication Proposal and the Business Combination Proposal and the Business Combination Agreement is in full force and effect prior to the Domestication.

Q:     What is involved with the Domestication?

A:     The Domestication will require CCCM to file certain documents in the Cayman Islands and the State of Delaware. At the effective time of the Domestication, CCCM will cease to be an exempted company incorporated under the laws of the Cayman Islands and will continue as a Delaware corporation. The CCCM Memorandum and Articles will be replaced by the Interim Charter and CCCM Bylaws and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.

Q:     How will the Domestication and the Business Combination affect my CCCM securities?

A:     Pursuant to the Domestication and without further action on the part of CCCM’s shareholders: (i) each outstanding Class A Ordinary Share will convert to one outstanding share of CCCM Class A common stock and each and Class B Ordinary Share will convert into one outstanding share of CCCM Class B common stock and (ii) each outstanding Warrant will convert into a warrant to purchase one share of CCCM Class A common stock.

Pursuant to the Business Combination Agreement, following the Domestication and upon the Closing, SPAC Merger Sub will merge with and into CCCM, with CCCM continuing as the surviving entity, as a result of which CCCM Shareholders will receive one share of Pubco Stock for each Class A common stock held by such CCCM Shareholder, and each holder of a CCCM Warrant will each receive a warrant to purchase one share of Pubco Stock. For more information on the rights of shares of Pubco Stock and Pubco Warrants, see “Description of Pubco Securities.”

Q:     What changes are being made to the CCCM Memorandum and Articles in connection with the Domestication?

A:     In connection with the Domestication, CCCM will be filing the Interim Charter with the Secretary of State of the State of Delaware prior to the Closing, which amends and removes the provisions of the CCCM Memorandum and Articles that terminate or otherwise become inapplicable because of the Domestication and otherwise provides CCCM’s shareholders with the same or substantially the same rights as they have under the CCCM Memorandum and Articles.

Q:     What are the material U.S. federal income tax consequences of the Domestication?

A:     It is intended that the Domestication qualify as a tax-deferred “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. Assuming that the Domestication qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and subject to the discussion below under the section entitled “U.S. Federal Income Tax Considerations”:

•        a U.S. Holder whose Public Shares have a fair market value of less than $50,000 on the date of the Domestication, and who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of stock of CCCM entitled to vote and less than 10% of the total value of all classes of stock of CCCM, will generally not recognize any gain or loss and will generally not be required to include any part of CCCM’s earnings in income pursuant to the Domestication.

•        a U.S. Holder whose Public Shares have a fair market value of $50,000 or more on the date of the Domestication, and who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of stock of CCCM entitled to vote and less than 10% of the total value of all classes of stock of CCCM will generally recognize gain (but not loss) with respect to the shares of CCCM, a Delaware corporation, received in the Domestication. As an alternative to recognizing gain, such U.S. holders may file an election to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulations Section 1.367(b)-2(d)) attributable to such U.S. Holder, provided certain other requirements are satisfied; and

Q:     What will happen to the Class A Ordinary Shares in connection with the Closing?

A:     The Class A Ordinary Shares are currently listed on The Nasdaq Global Market under the symbol “BRR.” In connection with the Domestication, each outstanding Class A Ordinary Share will automatically convert into one share of Class A common stock of CCCM. Upon the Closing, holders of CCCM’s Class A common stock will receive one share of Pubco Stock for each share of Class A common stock they hold at Closing. Pubco intends to apply for listing, to be effective at the time of the Closing, of its shares of Pubco Stock on Nasdaq under the symbol “BRR.”

Q:     What will happen to the Warrants in connection with the Domestication and the closing of the Business Combination?

Pursuant to the Domestication and without further action on the part of CCCM’s Warrant holders, each outstanding Warrant will convert into a warrant to purchase one share of CCCM Class A common stock.

Pursuant to the Business Combination Agreement, following the Domestication and upon the Closing, SPAC Merger Sub will merge with and into CCCM, with CCCM continuing as the surviving entity, as a result of which each holder of a CCCM Warrant will each receive a warrant to purchase one share of Pubco Stock. For more information on the rights of Pubco Warrants, see “Description of Pubco Securities.”

Q:     What equity stake will current Public Shareholders, the Preferred Equity Investors, the Sponsor, Professional Capital Management and their Affiliates hold in Pubco immediately after the completion of the Business Combination and the Transaction Financings?

A:     Upon the completion of the Business Combination and the consummation of the Transaction Financings, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, that no Convertible Notes are converted into shares of Pubco Stock, that no Adjustment Shares are issued and that no shares of Pubco Stock are issued pursuant to the Incentive Plan, (i) the Public Shareholders, (ii) the Preferred Equity Investors, (iii) the Convertible Notes Investors, (iv) the Sponsor, (v) the officers and directors of CCCM, (vi) Professional Capital Management and (vii) the Placement Agents, in each case, will own approximately 23.0%, 59.4%, 0.0%, 7.9%, 1.7%, 9.3% and 0.4% of the issued and outstanding shares of Pubco Stock, respectively.

Upon the completion of the Business Combination and the consummation of the Transaction Financings, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, that all Convertible Notes are converted into shares of Pubco Stock (assuming a conversion rate of 76.9 shares of Pubco Stock per $1,000 principal amount of Convertible Notes), that all outstanding warrants are fully exercised, that no Adjustment Shares are issued and that no shares of Pubco Stock are issued pursuant to the Incentive Plan, (i) the Public Shareholders, (ii) the Preferred Equity Investors, (iii) the Convertible Notes Investors, (iv) the Sponsor, (v) the officers and directors of CCCM, (vi) Professional Capital Management and (vii) the Placement Agents, in each case, will own approximately 26.9%, 46.2%, 13.0%, 6.5%, 1.4%, 7.1% and 0.3% of the issued and outstanding shares of Pubco Stock, respectively.

If any of the Public Shareholders exercise their redemption rights, the percentage of the issued and outstanding shares of Pubco Stock held by the Public Shareholders will decrease and the percentages of issued and outstanding shares of Pubco Stock held by the Preferred Equity Investors, the Sponsor and its Affiliates, Professional Capital Management and, as applicable, the Convertible Note Investors, will each increase, in each case relative to the percentage held if none of the Public Shares are redeemed. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience dilution upon the conversion of any Convertible Notes, the issuance of any shares of Pubco Stock pursuant to the Incentive Plan and other future equity issuances by Pubco that are unanticipated as of the date of this proxy statement/prospectus.

The tables below illustrate varying beneficial ownership levels in Pubco immediately upon Closing, assuming no redemptions by Public Shareholders, 25% Redemptions by Public Shareholders (5,063,714 Class A Ordinary Shares are redeemed by Public Shareholders), 50% Redemptions by Public Shareholders (10,127,428 Class A Ordinary Shares are redeemed by Public Shareholders), 75% Redemptions by Public Shareholders (15,191,142 Class A Ordinary Shares are redeemed by Public Shareholders) and Maximum Redemptions by Public Shareholders (20,254,856 Class A Ordinary Shares are redeemed by Public Shareholders). The Maximum

Redemptions scenario reflects the maximum number of Public Shares that can be redeemed such that sufficient funds are available to pay all transaction costs to be paid prior to or upon the Closing of the Business Combination. If any of these assumptions are not correct, these percentages will be different.

Potential ownership of issued and outstanding shares of Pubco Stock upon Closing (assuming that no Convertible Notes are converted into shares of Pubco Stock):

Potential ownership of issued and outstanding shares of Pubco Stock upon Closing (assuming that all Convertible Notes are converted into shares of Pubco Stock at a conversion rate of 76.9 shares of Pubco Stock per $1,000 principal amount of Convertible Notes):

____________

(1)      Includes 8,333,333 CCCM Founder shares and 265,000 private placement shares.

(2)      Calculated as the product of 51,650,000 multiplied by 1.25 and 5,150,488 Adjustment Shares.

(3)      Includes two directors of CCCM, who invested in the Preferred Equity Investment. No other officers or directors of CCCM will receive shares of Pubco Stock at Closing.

(4)      Includes 908,910 Adjustment Shares.

Dilution

Dilution per share to Public Shareholders is determined by CCCM’s NTBV per share, as adjusted, while excluding the Business Combination, while giving effect to material probable or consummated transactions and other material effects on NTBV per share, from the Public Shareholders as set forth as follows under five redemption scenarios.

The following table illustrates NTBV per share and the change in NTBV per share, as adjusted, following the Closing, but excluding the other effects of the Business Combination, while giving effect to probable or consummated transactions that are material and other material effects on NTBV per share. These are presented in relation to the offering price per Public Share in the CCCM IPO as set forth as follows under the five redemption scenarios:

____________

(1)      See table below for reconciliation of net tangible book value, as adjusted.

(2)      See table below for reconciliation of as adjusted shares.

____________

(1)      Reclassification of shares subject to redemption assumes that no Public Shareholders exercise their redemption rights with respect to their CCCM Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

(2)      Assumes that 25% of Public Shareholders, holding 5,063,714 CCCM Class A Ordinary Shares, exercise their redemption rights for an aggregate payment of approximately $51.1 million (based on the estimated per-share redemption price of approximately $10.08 per share) from the Trust Account. The remaining amount held in the Trust Account of approximately $201.0 million is reclassified to equity.

(3)      Assumes that 50% of Public Shareholders, holding 10,127,428 CCCM Class A Ordinary Shares, exercise their redemption rights for an aggregate payment of approximately $102.1 million (based on the estimated per-share redemption price of approximately $10.08 per share) from the Trust Account. The remaining amount held in the Trust Account of approximately $150.0 million is reclassified to equity.

(4)      Assumes that 75% of Public Shareholders, holding 15,191,142 CCCM Class A Ordinary Shares, exercise their redemption rights for an aggregate payment of approximately $153.2 million (based on the estimated per-share redemption price of approximately $10.08 per share) from the Trust Account. The remaining amount held in the Trust Account of approximately $98.9 million is reclassified to equity.

(5)      Assumes that Public Shareholders, holding 20,254,856 shares or 78.2% of CCCM Class A Ordinary Shares, exercise their redemption rights for an aggregate payment of approximately $204.2 million (based on the estimated per-share redemption price of approximately $10.08 per share) from the Trust Account. The remaining amount held in the Trust Account of approximately $47.8 million is reclassified to equity.

CCCM issued the Public Shares as part of Units in the CCCM IPO at $10.00 per Unit. After giving effect to the issuance of the Public Shares in the CCCM IPO and the 705,000 Private Placement Units to the Sponsor and Representatives in a private placement that closed simultaneously with the CCCM IPO (the “CCCM Private Placement”), there were 34,038,333 Ordinary Shares issued and outstanding. In connection with the Business Combination, assuming its consummation in accordance with the Business Combination Agreement, immediately after the Closing, Pubco is expected to have outstanding an aggregate of 108,600,833 shares of Pubco Stock, including (i) 34,038,333 shares of Pubco Stock issued to CCCM Shareholders in the SPAC Merger, (ii) 64,562,500 shares of Pubco Stock issued to the Preferred Equity Investors in the Company Merger and (iii) 10,000,000 shares of Pubco Stock issued to Professional Capital Management in the Company Merger. These shares outstanding exclude the 18,071,500 shares of Pubco Stock issuable upon conversion of the Convertible Notes to be issued to the Convertible Note Investors assuming the applicable conversion rate is 76.9 shares of Pubco Stock per $1,000 principal amount of Convertible Notes. These shares outstanding also assume that no Adjustment Shares are issued and no shares of Pubco Stock are issued and outstanding under the Incentive Plan. The tabular disclosure includes presentations of information at various illustrative redemption levels consistent with the “No Redemptions,” “25% Redemptions,” “50% Redemptions,” “75% Redemptions” and “Maximum Redemptions” scenarios further described in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

For purposes of Item 1604(c)(1) of Regulation S-K, Pubco would have 108,600,833 total shares of Pubco Stock outstanding immediately after giving effect to the Business Combination under the “No Redemptions” scenario based on the assumptions set forth in the preceding paragraph and as further described above. Where there are no redemptions of Public Shares prior to the Closing, CCCM valuation is based on the $10.00 issuance price per Unit in the CCCM IPO and is therefore calculated as: $10.00 (per Unit CCCM IPO price) multiplied by 108,600,833 shares, or $1,086,008,330. The following table illustrates the valuation at the $10.00 issuance price per Unit in the CCCM IPO for each redemption scenario:

____________

(1)      Excludes the dilutive effect of 12,500,000 shares representing 12,500,000 outstanding CCCM Public Warrants, 352,500 shares representing 352,500 outstanding CCCM Private Warrants, and 18,071,500 shares underlying the Convertible Notes.

The foregoing required disclosure is not a guarantee that the trading price of Pubco Stock will not be below the offering price in the CCCM IPO, nor is the required disclosure a guarantee that Pubco will attain any of the levels of valuation presented.

The above discussion and table are based on 34,034,388 Ordinary Shares outstanding on June 30, 2025, and exclude the potential dilutive effects associated with the conversion of the Convertible Notes to be issued by Pubco at the Closing.

The above discussion and table also exclude potential dilutive effects associated with future issuances or grants of equity or equity-linked securities by Pubco pursuant to the Incentive Plan expected to be adopted in connection with the Closing.

The aforementioned equity issuances are not the only sources of potential dilution to the relative ownership percentage associated with shares of Pubco Stock held by non-redeeming Public Shareholders after the Closing; any additional equity and equity-linked issuances by Pubco may result in additional dilution to Public Shareholders’ percentage ownership in Pubco, potentially significantly, and may have other effects, as described above and as further described in the “Risk Factors” section of this proxy statement/prospectus.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Beneficial Ownership of Securities” and as described above. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:     What conditions must be satisfied or waived to complete the Business Combination?

A:     There are a number of closing conditions to the Business Combination in the Business Combination Agreement, including, but not limited to, the following: (i) the approval of the CCCM Shareholder Approval Matters; (ii) the approval of the Business Combination Agreement by the ProCap Holders; (iii) the consummation of the Business Combination not being prohibited by applicable law; (iv) effectiveness of the Registration Statement; (v) the shares of Pubco Stock having been approved for listing on Nasdaq; (vi) the Convertible Notes Financing having been consummated; and (vii) the expiration of certain regulatory waiting periods and approval of any necessary governmental approvals. Any of the conditions to a party’s obligation to consummate the Business Combination set forth in the Business Combination Agreement, if legally permitted, may be waived by such party.

         For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination — The Business Combination Agreement” and “— Ancillary Documents.”

Q:     When will the Business Combination be completed?

         The parties currently expect that the Business Combination will be completed before the end of 2025. However, neither CCCM nor ProCap can assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of CCCM and/or ProCap could result in the Business Combination being completed at a different time or not at all. The outside date for consummation of the Business Combination (the “Outside Date”) is ten (10) months following the Execution Date, or April 23, 2026 (the “Original Outside Date”), provided that if, on or prior to the Original Outside Date, the SEC has not declared the Registration Statement effective or Nasdaq has not approved the listing of the Pubco Stock, the Original Outside Date shall be automatically extended to the later of one (1) month from the Original Outside Date or one (1) month from the date of most recent submission to the SEC or Nasdaq, as applicable. Before the Business Combination can be completed, CCCM must obtain approval by the CCCM Shareholders for each of the CCCM Shareholder Approval Matters, and the parties to the Business Combination Agreement must also satisfy other closing conditions. See “The Business Combination — The Business Combination Agreement — Conditions to the Parties’ Obligations to the Closing.”

Q:     Why is CCCM providing CCCM Shareholders with the opportunity to vote on the Business Combination?

A:     Under the CCCM Memorandum and Articles, CCCM must provide all Public Shareholders with the opportunity to have their Public Shares redeemed upon the consummation of CCCM’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote in accordance with the provisions of Article 50 of the CCCM Memorandum and Articles. For business reasons and pursuant to Cayman Islands law requirements, CCCM has elected to structure the Business Combination in such a way as to provide Public Shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, CCCM is seeking to obtain the approval of the CCCM Shareholders of the Business Combination Proposal, among the other Proposals, in order to allow the Public Shareholders to effectuate redemptions of their Public Shares in connection with the consummation of the Business Combination.

Q:     Are there any arrangements to help ensure that there will be sufficient funds to consummate the Business Combination?

A:     Yes. On June 23, 2025, (i) the Preferred Equity Investors purchased an aggregate of 51,650,000 Preferred Units of ProCap at a purchase price of $10.00 per unit in a private placement, for an aggregate amount of $516.5 million of such Preferred Units in the Preferred Equity Investment, and (ii) the Convertible Notes Investors agreed to purchase Convertible Notes issued by Pubco, in an aggregate principal amount of $235 million, for an aggregate purchase price equal to 97% of the aggregate principal amount of the Convertible Notes in the Convertible Note Financing. The Convertible Note Financing will be funded and contingent upon the Closing.

In addition, Pubco and CCCM have the option to increase the number of Convertible Notes available (such notes, the “Upsize Notes”) for purchase after the date set forth in the Convertible Note Subscription Agreement (the “Upsize Option”). Pubco and CCCM may elect to exercise the Upsize Option one time prior to the Closing. In the event that Pubco and CCCM exercise the Upsize Option, each Convertible Note Investor shall have a right of first refusal to purchase its pro rata portion. Each Convertible Note Investor’s pro rata portion will be

calculated based on the Convertible Note Investor’s subscription amount relative to the aggregate subscription amount of all of the initial Convertible Note Investors who subscribed upon the Execution Date, on the same terms and conditions as those offered in the Convertible Notes Subscription Agreement.

For more information about the Transaction Financings and other arrangements contemplated by the Business Combination Agreement, please see the section entitled “The Business Combination Agreement — Ancillary Documents.”

The proceeds from the Trust Account (net of any amounts used to fund the redemptions of Public Shares) and the Transaction Financings will be used to purchase the Bitcoin and will be used to pay any transaction expenses of the parties, administrative expenses of the parties and any remainder will be used for general corporate purposes, including, but not limited to, working capital for operations and to purchase additional Bitcoin. In addition, CCCM and ProCap may seek to arrange for additional third-party financing which may be in the form of debt (including convertible notes) or equity, or Trust Account non-redemption or backstop arrangements or a committed equity line facility or otherwise, the proceeds of which would be used for a variety of purposes.

Q:     How many votes do I have at the Meeting?

A:     CCCM Shareholders are entitled to one vote at the Meeting for each Ordinary Share held of record as of [•], 2025, the Record Date for the Meeting. As of the close of business on the Record Date, there were 34,038,333 Ordinary Shares issued and outstanding.

Q:     What vote is required to approve the proposals presented at the Meeting?

A:     Each of the Business Combination Proposal, the Pubco Charter Proposal, the Organizational Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal and the election of each director nominee pursuant to the Director Election Proposal is required to be approved by an ordinary resolution of CCCM Shareholders, which requires the affirmative vote of a simple majority of the issued and outstanding Ordinary Shares as of the Record Date being entitled to vote, present in person (including via the virtual meeting platform) or by proxy and voting thereon at the Meeting. However, the CCCM Shareholder votes regarding the Organizational Documents Proposals are advisory votes and are not binding on CCCM or the CCCM Board. Each of the Domestication Proposal and the CCCM Interim Charter Proposal is required to be approved by a special resolution of the holders of Class B Ordinary Shares, which requires the affirmative vote of holders of at least two-thirds of the issued and outstanding Class B Ordinary Shares as of the Record Date, being entitled to vote, present in person (including via the virtual meeting platform) or by proxy and voting thereon at the Meeting.

Assuming a quorum is established, a CCCM Shareholder’s failure to vote by proxy or to vote at the Meeting will have no effect on the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the Proposals.

The Sponsor currently holds 8,333,333 Class B Ordinary Shares and 265,000 Private Placement Units, representing approximately 25.3% of the issued and outstanding Ordinary Shares. The Sponsor has agreed to vote its 8,598,333 Ordinary Shares in favor of each of the Proposals. As a result, with respect to each Proposal that requires approval of CCCM Shareholders by an ordinary resolution, in addition to the Sponsor’s Ordinary Shares, CCCM would need only 8,420,834, or approximately 33.7%, of the 25,000,000 Public Shares (assuming all issued and outstanding Ordinary Shares are voted at the Meeting), and none of the 25,000,000 Public Shares assuming a minimum number of Ordinary Shares to achieve a quorum are voted at the Meeting, to be voted in favor of such Proposals in order to have such Proposals approved. With respect to the Domestication Proposal and the CCCM Interim Charter Proposal, each of which requires approval of holders of Class B Ordinary Shares by a special resolution, none of the 25,000,000 Public Shares may be voted in favor of such Proposals in order to have such Proposals approved.

Q:     Are the Proposals conditioned on one another?

A:     Under the Business Combination Agreement, the approval by CCCM Shareholders of the Domestication Proposal, the Business Combination Proposal, the Nasdaq Proposal and the Incentive Plan Proposal are conditions to the consummation of the Business Combination. If any of such Proposals are not approved by CCCM Shareholders, the Business Combination will not be consummated, unless waived by the parties. Each of the Domestication Proposal, the Pubco Charter Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Nasdaq Proposal and the Incentive Plan Proposal are conditional upon the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal.

Q:     What constitutes a quorum at the Meeting?

A:     A quorum of CCCM Shareholders is necessary to hold a valid meeting. A quorum for the Meeting consists of the holders at least one-third of the then issued and outstanding Ordinary Shares (whether in person (including via the virtual meeting platform) or by proxy). As of the Record Date, CCCM Shareholders holding 11,346,111 Ordinary Shares would be required to achieve a quorum at the Meeting. In addition to the Ordinary Shares held by the Sponsor, which represent approximately 25.3% of the issued and outstanding Ordinary Shares and which will count towards this quorum, CCCM will need only CCCM Shareholders holding 2,747,778 Ordinary Shares, or approximately 11.0%, of the 25,000,000 Public Shares to be represented in person (including via the virtual meeting platform) or by proxy at the Meeting to have a valid quorum. For passing the Domestication Proposal and the CCCM Interim Charter Proposal, a quorum of the holders of Class B Ordinary Shares would be required and would consist of at least one person holding or representing by proxy at least one-third of the issued Class B Ordinary Shares to be represented in person (including via the virtual meeting platform) or by proxy at the meeting.

Q:     How will the Sponsor and CCCM’s directors and officers vote?

A:     The Sponsor has agreed to vote its 8,598,333 Ordinary Shares, representing approximately 25.3% of the issued and outstanding Ordinary Shares, in favor of each of the Proposals. While none of CCCM’s executive officers or directors directly own any Ordinary Shares, pursuant to the Insider Letter, each of CCCM’s executive officers and directors have agreed to vote any Ordinary Shares held by them in favor of the initial business combination, including the Business Combination. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if the Sponsor and CCCM’s officers and directors had agreed to vote their Ordinary Shares in accordance with the majority of the votes cast by Public Shareholders.

As a result, with respect to each Proposal that requires approval of CCCM Shareholders by an ordinary resolution, in addition to the Sponsor’s Ordinary Shares, CCCM would need only 8,420,834, or approximately 33.7%, of the 25,000,000 Public Shares (assuming all issued and outstanding Ordinary Shares are voted at the Meeting), and none of the 25,000,000 Public Shares assuming a minimum number of Ordinary Shares to achieve a quorum are voted at the Meeting, to be voted in favor of such Proposals in order to have such Proposals approved. With respect to the Domestication Proposal and the CCCM Interim Charter Proposal, each of which requires approval of holders of Class B Ordinary Shares by a special resolution, none of the 25,000,000 Public Shares may be voted in favor of such Proposals in order to have such Proposals approved.

Q:     What interests do the Sponsor, CCCM’s directors and executive officers and their affiliates have in the Business Combination?

A:     When Public Shareholders consider the recommendation of the CCCM Board in favor of approval of the Business Combination and other Proposals, Public Shareholders should keep in mind that the Sponsor and CCCM’s directors and officers have interests in the Proposals that are different from or in addition to (and which may conflict with), the interests of a Public Shareholder as a CCCM Shareholder. These interests include, among other things:

•        As of the date hereof, the Sponsor is the record holder of 8,333,333 Class B Ordinary Shares and 265,000 Private Placement Units, each Private Placement Unit consisting of one Class A Ordinary Share and one-half of one Private Placement Warrant. The following persons have material interests in the Sponsor: Cohen LLC is the managing member of the Sponsor; and Cohen controls the managing member of the Sponsor. Further, each of CCCM’s directors and executive officers has an indirect and non-controlling membership interest in the Sponsor;

•        The Sponsor paid $25,000, or approximately $0.003 per share, for the 8,333,333 Class B Ordinary Shares, and $2,650,000, or $10.00 per unit, for the 265,000 Private Placement Units. As of the date hereof, the aggregate value of such securities is estimated to be approximately $[•] million, assuming (i) the per share value of the 8,333,333 Class B Ordinary Shares is the same as the $[•] closing price of the Class A Ordinary Shares on Nasdaq on [•], 2025 and (ii) the per unit value of the 265,000 Private Placement Units is the same as the $[•] closing price of the public Units of CCCM on Nasdaq on [•], 2025. As a result, the Sponsor is likely to be able to recoup its investment in CCCM and make a substantial profit on that investment, even if shares of Pubco Stock loses significant value after the Closing. This means that the Sponsor could earn a positive rate of return on its investment, even if Public Shareholders experience a negative rate of return in Pubco;

•        CCCM has until May 19, 2027, or until such earlier liquidation date as the CCCM Board may approve or such later date as the CCCM Shareholders may approve in accordance with the CCCM Memorandum and Articles, to consummate a business combination (the “Combination Period”). If the Business Combination with ProCap is not consummated and CCCM does not consummate another business combination by the end of the Combination Period, CCCM will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the CCCM Board, liquidating and dissolving, subject in each case to CCCM’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 8,333,333 Class B Ordinary Shares and 265,000 Private Placement Units held by the Sponsor would be worthless because the Sponsor has waived its right to participate in any redemption or distribution with respect to such Ordinary Shares;

•        The Sponsor and CCCM’s officers and directors have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a proposed business combination, including the Business Combination;

•        Gary Quin, CCCM’s Chief Executive Officer and Chairman of the CCCM Board, is the Vice Chairman of Cohen & Company Capital Markets (“Cohen Capital Markets”), a division of Cohen & Company Securities, LLC (f/k/a J.V.B. Financial Group, LLC) (“Cohen & Company Securities”), which is controlled by Cohen. Cohen Capital Markets and Cohen & Company Securities are affiliates of the Sponsor. Cohen & Company Securities and CCCM are parties to that certain letter agreement, dated as of June 7, 2025 (the “Engagement Letter”), pursuant to which CCCM engaged Cohen & Company Securities, acting through Cohen Capital Markets, and Clear Street LLC (together, the “Placement Agents”) to act as the exclusive joint placement agents in connection with the Transaction Financings. Pursuant to the Engagement Letter, the Placement Agents are entitled to receive an aggregate placement fee in an amount equal to 4% of the gross proceeds raised from investors in the Transaction Financings, of which 50% will be payable to Cohen Capital Markets, and reimbursement for certain out-of-pocket expenses incurred by them in connection with the performance of such services. Further, following the closing of the Transaction Financings, the Placement Agents shall have a right of first refusal during the term of the Engagement Letter and for a period of twelve (12) months thereafter to act as book-running lead or co-managing underwriters, book-running lead arranger or exclusive placement agent in connection with any underwritten offering or private placement or other financing that may be undertaken by CCCM or Pubco.

•        The Placement Agents previously entered into the Business Combination Marketing Agreement, pursuant to which the Placement Agents are entitled to receive a cash fee of up to $10.6 million at the Closing, subject to adjustment based on the total capital remaining in the Trust Account following all properly submitted redemptions in connection with the Closing (the “Marketing Fee”). Of such Marketing Fee, 80% will be payable to Cohen Capital Markets. Payment of the foregoing fees are contingent on the Closing.

•        The Placement Agents hold an aggregate of 440,000 Private Placement Units, which they purchased in the CCCM Private Placement at a price of $10.00 per Private Placement Unit, or $4,400,000 in the aggregate. Of the 440,000 Private Placement Units, Cohen Capital Markets holds 392,000 Private Placement Units. The Private Placement Units held by Cohen Capital Markets will expire worthless if a business combination is not consummated by CCCM by the end of the Combination Period;

•        Adam Back, a director of CCCM, subscribed for $10 million in the Preferred Equity Investment, and Garret Curran, a director of CCCM, subscribed for $4 million in the Preferred Equity Investment;

•        The CCCM Memorandum and Articles provide that, to the fullest extent permitted by applicable law: ((i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as CCCM; and (ii) CCCM renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and CCCM, on the other or (b) the presentation of which would breach an existing legal obligation of a director or an officer to any other entity. In the course of their other business activities, CCCM’s officers and directors may have, or may become aware of, other investment and business opportunities which may be appropriate for presentation to CCCM as well as the other

entities with which they are affiliated. Except to the extent expressly assumed by contract, to the fullest extent permitted by applicable law, CCCM’s directors and officers shall have no duty to communicate or offer any such corporate opportunity to CCCM and shall not be liable to CCCM or its shareholders for breach of any fiduciary duty as a shareholder, director and/or officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to CCCM. CCCM’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business combination opportunity should be presented, any pre-existing fiduciary obligation will be presented the business combination opportunity before CCCM is presented with it. CCCM does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target;

•        The Sponsor or certain of CCCM’s officers and directors may make working capital loans to CCCM to finance transaction costs in connection with an intended initial business combination (such loans, “Working Capital Loans”). Up to $1,500,000 of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. As of the date of this proxy statement/prospectus, there are no outstanding Working Capital Loans;

•        If CCCM is unable to complete a business combination by the end of the Combination Period, the Sponsor has agreed to be liable to CCCM if and to the extent of any claims by a third party for services rendered or products sold to CCCM or by a prospective acquisition target with which CCCM has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, in each case, reduce the amount of redemption amount to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of taxes, if any, and up to $100,000 of dissolution expenses, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under CCCM’s indemnity of the underwriters of the CCCM IPO against certain liabilities, including liabilities under the Securities Act, and CCCM’s public auditor;

•        The Sponsor, CCCM’s officers and directors and their affiliates are entitled to reimbursement for any out-of-pocket expenses incurred by them in connection with certain activities on CCCM’s behalf, such as identifying, investigating, negotiating and completing a business combination. If CCCM does not complete a business combination by the end of the Combination Period, CCCM may not have the cash necessary to reimburse these expenses. As of the date of this proxy statement/prospectus, none of the Sponsor, CCCM’s officers and directors or their affiliates has incurred any such expenses which would be reimbursed at the Closing;

•        CCCM’s officers and directors will be eligible for continued indemnification and continued coverage under a tail policy for CCCM’s directors’ and officers’ liability insurance policy for up to a six-year period from and after the Closing for events occurring prior to the Closing, which tail policy is to be fully paid for by ProCap (or after the Closing, by Pubco) pursuant to the Business Combination Agreement. If the Business Combination does not close, CCCM’s officers and directors may not receive this tail insurance coverage; and

•        The anticipated election of Gary Quin as a Class II director of Pubco in connection with the consummation of the Business Combination. As such, in the future, Mr. Quin may receive any cash or equity compensation that Pubco’s board of directors determines to pay to Mr. Quin.

For more, see “Certain Relationships and Related Party Transactions” and see the risk factor entitled “Since the Sponsor and CCCM’s directors and officers have interests that are different from, or in addition to (and which may conflict with), the interests of Public Shareholders, a conflict of interest may have existed in determining whether the Business Combination with Pubco and ProCap is appropriate as CCCM’s initial business combination. Such interests include that the Sponsor will lose its entire investment in CCCM if the Business Combination is not completed or any other business combination is not completed.”

Q:     What is Cohen Capital Markets’ history with CCCM?

A:     CCM’s history with CCCM can be summarized as follows:

•        CCM served as underwriter for the CCCM IPO. Pursuant to an underwriting agreement, dated May 15, 2025, between CCCM, on the one hand, and Cohen Capital Markets and Clear Street, on the other hand, CCCM paid a total of $4,400,000 in underwriting discounts and commissions for services by Cohen Capital Markets and Clear Street as the Representatives in the CCCM IPO.

•        Pursuant to the Business Combination Marketing Agreement, CCCM engaged Cohen Capital Markets and Clear Street as advisors in connection with CCCM’s initial business combination to assist CCCM in arranging meetings with CCCM Shareholders to discuss any potential business combination and an acquisition target’s attributes, introducing CCCM to potential investors that are interested in purchasing CCCM’s securities in connection with a business combination and assisting CCCM with relevant financial analysis, presentations, press releases and public filings related to any business combination. Pursuant to the Business Combination Marketing Agreement, CCCM agreed to pay Cohen Capital Markets and Clear Street a cash fee for such services upon the consummation of its business combination in an amount up to $10.6 million in cash at the Closing, subject to adjustment based on the total capital remaining in the Trust Account following all properly submitted redemptions in connection with the Closing. Of such Marketing Fee, 80% will be payable to Cohen Capital Markets.

•        Pursuant to the Engagement Letter, CCCM engaged the Placement Agents to act as the exclusive co-placement agents for the Transaction Financings. The Placement Agents will receive a cash fee at the Closing equal to 4% of the gross proceeds received or to be received by ProCap and Pubco pursuant to the Transaction Financings, of which 50% will be payable to Cohen Capital Markets, and reimbursement for certain out-of-pocket expenses incurred by them in connection with the performance of such services.

Q:     When will the Sponsor be entitled to transfer its shares of Pubco Stock?

A:     The Sponsor has agreed to restrictions on its ability to transfer, assign or sell its shares of Pubco Stock, as summarized in the table below. Such transfer restrictions will apply until the applicable expiration date, unless earlier waived by the contracting parties.

Q:     Did the CCCM Board obtain a fairness opinion (or any similar report or appraisal) in determining whether or not to proceed with the Business Combination?

A:     Yes. Pursuant to the CCCM Memorandum and Articles, and as provided in the CCCM IPO prospectus, in the event that CCCM seeks to complete an initial business combination with a target that is affiliated with the Sponsor, its affiliates or CCCM’s directors or officers, CCCM, or a committee of independent directors, is required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by CCCM in such an initial business combination is fair to CCCM from a financial point of view. CCCM is not required to obtain such an opinion in any other context. No prior conflicts or affiliate relationship existed between members of the CCCM Board and management, on the one hand, and ProCap, on the other hand. As such, an opinion was not required under the CCCM Memorandum and Articles. However, The CCCM Board obtained a fairness opinion from Northland Securities (“Northland”), dated June 22, 2025, which provided that, as of that date and based on and subject to the assumptions, limitations, qualifications and other conditions set forth therein, (i) the consideration

to be paid pursuant to the Business Combination Agreement is fair, from a financial point of view, to CCCM and its unaffiliated Class A Holders, and (ii) ProCap has an aggregate fair market value equal to at least 80% of the balance of funds in the Trust Account (excluding taxes payable and subject to proportionate adjustments related to the 80% test of The Nasdaq Stock Market LLC (“Nasdaq”)). The CCCM Board obtained such fairness opinion to (1) inform itself with respect to all material information reasonably available to it and (2) act with appropriate care in considering the Business Combination. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Opinion of Northland, the CCCM Board’s Financial Advisor” for additional information.

Q:     What factors did the CCCM Board consider in connection with its decision to recommend voting in favor of the Business Combination?

A:     The CCCM Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the number and complexity of those factors, the CCCM Board, as a whole, did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Individual directors may have given different weights to different factors. The CCCM Board viewed its decision as being a business judgment that was based on all of the information available to, and the factors presented to and considered by, the CCCM Board. Certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

CCCM management and the members of the CCCM Board have substantial experience in evaluating the financial merits of companies across a variety of industries, including cryptocurrency-related business and companies pursuing Bitcoin treasury accumulation strategies, and the CCCM Board concluded that this experience and background qualified them to make the necessary analyses and determinations regarding the Business Combination and its terms.

Prior to CCCM entering into the Business Combination Agreement, the CCCM Board convened a meeting to complete its evaluation of the proposed Business Combination. In such evaluation, the CCCM Board considered the matters necessary or appropriate for the CCCM Board to reach an informed conclusion as to the fairness and advisability of the Business Combination, including, without limitation, whether the proposed Business Combination is fair, advisable and in the best interests of CCCM and its unaffiliated security holders. Having affirmed the foregoing, and after reviewing the Fairness Opinion, the CCCM Board unanimously approved the Business Combination as being fair, advisable and in the best interests of CCCM and its unaffiliated security holders, and determined to recommend the Business Combination to the CCCM Shareholders. Prior to reaching these conclusions and determinations, the CCCM Board consulted with CCCM’s advisors and reviewed in detail information and analyses provided to the CCCM Board by CCCM management, as further described below. The due diligence and analyses conducted by CCCM included meetings and calls with the management team and advisors of ProCap regarding, among other things, ProCap’s ability to raise capital, including to accumulate Bitcoin assets, execute its business plans and operate successfully as a public company, and Mr. Pompliano’s ability to attract and retain investors, establish and run a marketing, advisory and Bitcoin treasury business, including by utilizing his professional network and public media presence to generate opportunities for Pubco to establish and grow its business over time.

At the conclusion of this process, the CCCM Board determined that while, like all business deals, the acquisition of ProCap presents potential risks, nevertheless pursuing a business combination with ProCap would overall be an attractive opportunity for CCCM and the CCCM Shareholders for a number of reasons. See the section titled “The Business Combination Proposal — CCCM Board’s Reasons for Approval of the Business Combination.”

The CCCM Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination. See the section titled “The Business Combination Proposal — CCCM Board’s Reasons for Approval of the Business Combination.”

The CCCM Board also obtained a fairness opinion in connection with its determination of whether to pursue the terms of the Business Combination (including the consideration to be received by CCCM Shareholders and members of ProCap). See the section entitled “The Business Combination Proposal — Opinion of Northland, the CCCM Board’s Financial Advisor” for additional information.

Q:     What amendments will be made to the CCCM Memorandum and Articles?

A:     The consummation of the Business Combination is conditioned, among other things, on the Domestication and the Mergers, pursuant to which SPAC Merger Sub will merge with and into CCCM, with CCCM continuing as the surviving entity and any CCCM Shareholder that does not exercise its option to redeem the Class A Ordinary Share held by them will receive one share of Pubco Stock in exchange for each Class A Ordinary Share held by them. Accordingly, in addition to voting on the Business Combination, CCCM Shareholders are also being asked to consider and vote upon a proposal to approve the Pubco Charter, which differs materially from the CCCM Memorandum and Articles. These differences are discussed in greater detail in the sections of this proxy statement/prospectus entitled “The Pubco Charter Proposal” and “The Organizational Documents Proposals.”

Q:     Why is CCCM proposing the Director Election Proposal?

A:     Pursuant to the Business Combination Agreement, the Parties agreed to take all necessary action so that, effective as of the Closing, the Pubco Board of will consist of seven persons, including (i) five persons who are designated, prior to the Closing, by ProCap, one of whom is Anthony Pompliano (who shall also be a Class III director, the chairman of the Pubco Board and the chief executive officer of Pubco upon the Closing), according to the terms of the Business Combination Agreement, and at least four of whom will be required to qualify as an independent director under Nasdaq rules and any other independence criteria required by applicable law, (ii) one person designated by CCCM, who shall be Gary Quin and a Class II director, and (iii) one person who will be required to qualify as an independent director under Nasdaq rules (who shall be the lead independent director) mutually selected by the Sponsor and ProCap prior to the Closing. The Director Election Proposal will allow Pubco to elect those directors and satisfy its requirements under Nasdaq rules to hold a meeting at which shareholders can elect directors. For more information, see the section entitled “The Director Election Proposal.”

Q:     Why is CCCM proposing the Nasdaq Proposal?

A:     Under Nasdaq Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (i) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of ordinary shares (or securities convertible into or exercisable for ordinary shares); or (ii) the number of ordinary shares to be issued is or will be equal to or in excess of 20% of the number of ordinary shares outstanding before the issuance of the share or securities.

Under Nasdaq Rule 5635(b), shareholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the ordinary shares (or securities convertible into or exercisable for ordinary shares) or voting power of an issuer could constitute a change of control.

Under Nasdaq Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of ordinary shares (or securities convertible into or exercisable for ordinary shares) at a price that is less than the lower of (the “Minimum Price”): (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

Upon the consummation of the Business Combination and assuming no Adjustment Shares are issued, Pubco expects to issue, in the aggregate, up to an estimated 108,600,833 shares of Pubco Stock in connection with the Business Combination, plus (i) up to 18,071,500 additional shares of Pubco Stock that will, upon Closing, be reserved for issuance pursuant to the conversion of the Convertible Notes (assuming a conversion rate of 76.9 shares of Pubco Stock per $1,000 principal amount of Convertible Notes) and (iii) up to 10,860,083 additional shares of Pubco Stock that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan (assuming no redemptions and an aggregate of 108,600,833 shares of Pubco Stock outstanding immediately after the Business Combination). For further details, see “The Business Combination Agreement” and “The Business Combination Proposal — Covenants — Transaction Financings.”

Accordingly, the aggregate number of shares of Pubco Stock that Pubco will issue in connection with the Business Combination will, in the aggregate, exceed 20% of both the voting power and the number of Ordinary Shares outstanding before such issuance and will result in a change of control of CCCM. For these reasons, CCCM is seeking the approval of CCCM Shareholders for the issuance of the Preferred Equity Investment Shares and the shares of Pubco Stock in connection with the Business Combination pursuant to Nasdaq Rules 5635(a), (b) and (d).

For further details, see “The Nasdaq Proposal.”

Q:     What happens if I sell my Public Shares before the Meeting?

A:     The Record Date is earlier than the date of the Meeting. If you transfer your Public Shares after the Record Date but before the date of the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Meeting. However, you will not be able to seek redemption of your Public Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your Public Shares prior to the Record Date, you will have no right to vote those shares at the Meeting.

Q:     What happens if CCCM Shareholders vote against the Business Combination Proposal?

A:     Pursuant to the CCCM Memorandum and Articles, if the Business Combination Proposal is not approved and CCCM does not otherwise consummate an alternative business combination by the end of the Combination Period, CCCM will be required to cease all operations except for the purpose of winding up and as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to received further liquidation distributions, if any) subject to applicable law. As promptly as reasonably possible following such redemption, subject to CCCM’s remaining shareholders and the CCCM Board, liquidate and dissolve, subject in each case to CCCM’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirement of applicable law and the CCCM Memorandum and Articles.

Q:     Do I have redemption rights?

A:     Pursuant to the CCCM Memorandum and Articles, holders of Public Shares may elect to have their Public Shares redeemed for cash at the then-applicable redemption price calculated as of two business days prior to the Closing. As of the date of this proxy statement/prospectus, based on funds in the Trust Account of approximately $251.2 million as of June 30, 2025, this would have amounted to $10.05 per share. If a holder exercises its redemption rights, then such holder will be exchanging its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to CST prior to the Meeting. See the section titled “Extraordinary General Meeting of Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash. In connection with the CCCM IPO, the Sponsor and CCCM’s executive officers and directors agreed to waive any redemption rights with respect to any Ordinary Shares held by them in connection with the completion of the Business Combination. Such waivers are standard in transactions of this type and the Sponsor and CCCM’s executive officers and directors did not receive separate consideration for the waiver.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether or not you are a holder of Public Shares on the Record Date (so long as you are a holder at the time of exercise), or whether or not you are a holder and vote your Public Shares on the Business Combination Proposal (for or against) or any other Proposal. As a result, the Business Combination Agreement can be approved by Public Shareholders who will redeem their Public Shares, leaving Public Shareholders who choose not to redeem their Public Shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on [•], 2025 (two (2) business days before the Meeting), tender your Public Shares physically or electronically and submit a request in writing that CCCM redeem your Public Shares for cash to CST, CCCM’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

If you hold Public Shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DTC’s DWAC system.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with CCCM’s consent. If you delivered your Public Shares for redemption to CST and decide within the required timeframe not to exercise your redemption rights, you may request that CST return the shares (physically or electronically). You may make such request by contacting CST at the phone number or address listed under the question “Who can help answer my questions?” below.

Any holder of Public Shares (whether or not they are a holder on the Record Date) will be entitled to demand that their Public Shares be redeemed for a pro rata portion of the amount then in the Trust Account (which was approximately $251.2 million as of June 30, 2025, or $10.05 per share, as of the Record Date). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. Your vote on any Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. No holder of Public Shares, together with any Affiliate of such holder or any other person with whom such holder is acting in concert as a “group” (as defined under Section 13 of the Exchange Act) may exercise this redemption right with respect to more than fifteen per cent (15%) of the Public Shares in aggregate without the prior consent of CCCM.

If a holder of Public Shares properly makes a demand for redemption as described above, then, if the Business Combination is consummated, CCCM will convert these shares into a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and will not be entitled to shares of Pubco Stock upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of Public Shares who elected to exercise their redemption rights would not be entitled to convert their Public Shares for the applicable pro rata share of the Trust Account. In such case, CCCM will promptly return any Public Shares delivered by Public Shareholders and such holders may only share in the assets of the Trust Account upon the consummation of another business combination or the liquidation of CCCM. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised redemption rights in connection therewith.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     CCCM Shareholders do not have appraisal rights in connection with the Business Combination or the Domestication under either the Cayman Companies Act or under the DGCL.

Q:     What happens to the funds deposited in the Trust Account after the consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be used to pay CCCM Shareholders who properly exercise their redemption rights. The remaining amount will be released to the combined company and used to:

•        pay certain fees, costs and expenses (including taxes, regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by CCCM in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement; and

•        provide for general corporate purposes of Pubco, including, but not limited to, working capital for operations and to purchase additional Bitcoin.

Q:     What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     Unlike some other blank check companies which require Public Shareholders to vote against a business combination in order to exercise their redemption rights, Public Shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemption by Public Shareholders. The maximum number of number of redemptions that may be made in order for the consummation of the Business Combination to occur, if approved, is 20,254,856 Public Shares, which reflects the number of Public Shares that may be redeemed such that sufficient funds are available to pay all anticipated transaction costs to be paid prior to or upon the Closing of the Business Combination. If more than 20,254,856 Public Shares are redeemed in connection with a vote to approve the Business Combination, the Business Combination may not be consummated.

With fewer Public Shares and Public Shareholders, the trading market for shares of Pubco Stock may be less liquid than the market for Public Shares was prior to the Business Combination, and Pubco may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Pubco’s business will be reduced.

Q:     What happens if the Business Combination is not consummated?

A:     If CCCM does not complete the Business Combination with ProCap or another business combination by the end of the Combination Period, CCCM must: (i) redeem 100% of the issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (which was approximately $251.2 million as of June 30, 2025, or $10.05 per share) divided by the number of Public Shares then outstanding, (ii) cease all operations except for the purpose of winding up, and (iii) subject to the approval of its remaining shareholders and its board of directors, dissolve and liquidate. For more information about the liquidation process, see “Information About CCCM — Redemption of Public Shares and Liquidation If No Initial Business Combination.”

Q:     When do you expect the Business Combination to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Meeting, which is set for [•], 2025. However, the Meeting could be adjourned, as described above. In addition, the Business Combination Agreement may be terminated by the parties upon the occurrence of certain events. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination — Business Combination Agreement — Conditions to the Parties’ Obligations to the Closing.”

Q:     When and where is the Meeting?

A:     The Meeting will be held on [•], 2025 at [•] a.m., Eastern Time, at            and virtually via live webcast on the Internet at https://www.cstproxy.com/[•]. You will be able to attend, vote your shares and submit questions during the Meeting via a live webcast available at https://www.cstproxy.com/            .

Q:     Can I attend the Meeting in person?

A:     Yes. CCCM Shareholders will be able to attend the Meeting in person at [•] or virtually. You will not be required to attend the Meeting in person in order to vote, and CCCM encourages virtual participation which is treated as presence in person.

Q:     How can I attend the Meeting virtually?

A:     CCCM is pleased to provide access to the Meeting virtually via the Internet through a live webcast and online shareholder tools. CCCM believes a virtual format facilitates shareholder attendance and participation by leveraging technology to allow CCCM to communicate more effectively and efficiently with its shareholders. This format empowers CCCM Shareholders around the world to participate at no cost. CCCM will use the virtual format to enhance shareholder access and participation and protect shareholder rights.

You or your proxyholder will be able to attend and vote at the Meeting by visiting https://www.cstproxy.com/            and using a control number assigned by CST. To register and receive access to the Meeting, registered shareholders and beneficial owners (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus. You will need the voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Meeting. If you do not have a voter control number, you will be able to listen to the Meeting only and you will not be able to vote or submit questions during the Meeting.

Q:     What do I need to do now?

A:     CCCM urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a CCCM Shareholder. CCCM Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your Public Shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you are a holder of record of Ordinary Shares on the Record Date, you may vote by submitting your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. In addition, you may be able to vote over the Internet by visiting with the voter control number included on your proxy card or over the phone by dialing a toll-free number at [•] in the United States and Canada or [•] (toll rates apply) from outside the United States and Canada. The passcode for telephone access is [•]. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote, obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. However, broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the Proposals.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. CCCM Shareholders may (i) enter a new vote in person, by Internet or telephone, (ii) send a later dated, signed proxy card to CCCM’s secretary at the address set forth below so that it is received by CCCM prior to the vote at the Meeting or (iii) attend the Meeting in person or via live webcast and vote at such Meeting. CCCM Shareholders also may revoke their proxy by sending a notice of revocation to CCCM’s Secretary at 3 Columbus Circle, 24th Floor, New York, New York 10019, which notice must be received by CCCM prior to the vote at the Meeting.

Q:     What will happen if I abstain from voting or fail to vote at the Meeting?

A:     Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the Proposals.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by CCCM without an indication of how the CCCM Shareholder intends to vote on a proposal will be voted “FOR” each Proposal presented to the CCCM Shareholders at the Meeting. The proxyholders may use their discretion to vote on any other matters which properly come before the Meeting.

Q:     If I am not going to attend the Meeting, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the Meeting or not, please read the enclosed proxy statement carefully and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.