ATG Capital Calls on ProCap Financial Board to Halt its Proposed Stockholder-Dilutive Merger with CFO Silvia
Highlights ISS Agreement: ISS Recommends Stockholders Vote "AGAINST" the ProCap Financial Merger and the Company's Director Nominee
Reminds Stockholders it is Not Too Late to Make Their Voice Heard
SUNNY ISLES BEACH, Fla., March 26, 2026 (GLOBE NEWSWIRE) -- ATG Capital Management LP (together with certain of its affiliates, "ATG Capital" or "we"), a stockholder of ProCap Financial, Inc. (NASDAQ:BRR) ("BRR," "ProCap," or the "Company"), today issued the following statement regarding ISS's recommendations that BRR stockholders vote "AGAINST" the Company's proposed merger with CFO Silvia, Inc. and "AGAINST" the election of the Company's nominee for Class I director.
Note, this is not a solicitation of authority to vote any proxy. ATG Capital is not asking for your proxy card and will not accept proxy cards if sent.
On Wall Street, BRR is a digital asset treasury company that has traded at a persistent and significant discount to its net asset value — and whose Board has now undertaken an apparent self-enriching transaction that does not pass the smell test, as its terms dilute stockholders seemingly for the CEO's benefit.
On Main Street, "brr" is an onomatopoeic interjection used to represent the sound of shivering, chattering teeth, or vocalized breathing made when a person is feeling very cold. It is a vocal signal used to communicate a freezing sensation to others, often accompanied by physically shaking or puffing out air.
Perhaps most concisely, the "brr" emoji is a freezing face.
Could ProCap Financial have chosen a more fitting ticker to capture the ProCap stockholder experience—the experience of being left out in the cold?
On March 12, ATG Capital released a public letter to ProCap's board of directors (the "Board"), which outlined some of our concerns regarding its proposed CFO Silvia transaction. Since then, we have been pleased to hear from many stockholders who share our alarm and are also highly concerned. Since the issuing of our letter, the Company has not engaged with ATG Capital, and CEO Anthony Pompliano has gone so far as to block us on Twitter1 — a remarkable response to a stockholder raising legitimate concerns.
The information gaps between the Company's public communications and the realities buried in its proxy filings remain wide and troubling. Stockholders deserve consistency and candor, and we believe they are receiving neither.
We are pleased to see that Institutional Shareholder Services ("ISS") has independently agreed with our recommendation that stockholders vote "AGAINST" the CFO Silvia merger and "AGAINST" the Company's director nominee. In issuing its recommendations, ISS found that the Company's "public disclosure does not include adequate support for the valuation of the target,"2 and flagged inherent conflicts of interest and numerous corporate governance deficiencies.
We strongly encourage all stockholders to review the ISS report before casting their vote. If you have already voted, it is not too late to change your vote by submitting a new vote "AGAINST" the merger and "AGAINST" the Company's director nominee today!
This situation demands action. We call on the Board to halt the merger immediately and chart a credible path toward genuine value creation for all stockholders. In our view, this process must start with a corporate governance overhaul, real transparency on treasury strategy, and the addition of independent, sizeable stockholders to the Board whose interests are properly aligned with those of all investors.
We encourage all ProCap stockholders to make their voice and concerns heard at the Company's Annual Meeting!
ATG Capital Management LP
THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. ATG CAPITAL IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. ATG CAPITAL IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.
About ATG Capital
ATG Capital Management LP is a privately-held investment firm that manages investment vehicles for select accredited investors. ATG invests primarily in public equity markets, utilizing alternative strategies including direct and constructive engagement, in pursuit of providing superior investment returns.
Contact
ATG Capital Management LP
Gabi Gliksberg
[email protected]
1 Given that the Company's website points to Pompliano's twitter account as a venue for sharing Company information, we are left wondering if this is a Reg FD violation. See https://investors.procapfinancial.com/ ("In addition to Press Releases and SEC filings, Company information may also be shared on the following social media accounts: Anthony Pompliano, CEO, on X @APompliano and Jeff Park, Chief Investment Officer, on X @dgt10011").
2 Institutional Shareholder Services ("ISS"), Proxy Analysis & Benchmark Policy Recommendation: ProCap Financial, Inc. (BRR) (March 2026).
