ATG Capital calls on ProCap Financial to halt CFO Silvia merger

ATG Capital Management, a stockholder of ProCap Financial (BRR), issued a 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. ATG Capital said, “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, 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 Twitter- 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 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,’ 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.”