Anthony Pompliano’s plan to take ProCap BTC public through a SPAC with Columbus Circle Capital Corp. I (NASDAQ: BRR) faces new pressure after a new minority shareholder filed a Schedule 13D calling for the termination or restructuring of the proposed merger.
The challenger, the so-called “SPAC king,” Glazer Capital, reported that it spent about $27.0 million to acquire a 7.7% stake in BRR.
“[We] do not believe that the proposed business combination between the Issuer and ProCap BTC, as currently structured, is in the best interests of public shareholders,” the investment firm said in the filing.
With some $2 billion under management, the firm invests across merger arbitrage, event-driven fixed income, convertible arbitrage and SPAC arbitrage strategies. The firm was an early investor in the SPAC that merged with DraftKings, whose shares rose more than 400% from their $10 offering price within a year of the merger.
The investment firm said one path includes materially reducing sponsor promote shares and transaction-related fees.
The sponsor promote share refers to the 25% of the post-merger equity that was issued to the sponsor at a nominal cost. These shares convert into public shares at the time of the business combination. Public investors pay the full market price for their shares, while the sponsor receives its allocation at a near-zero cost. This structure increases dilution for public shareholders when the merger closes.
The promote shares are awarded regardless of the post-merger share performance. This compensation framework can create an incentive for sponsors to complete a transaction rather than wait for terms that may be more favorable to public shareholders.
ProCap BTC raised more than $750 million in June 2025 in what it called the largest initial fundraise for a public bitcoin treasury firm at the time. The company purchased about 4,950 bitcoin in June at an average price of $104,333.56 to provide immediate bitcoin exposure for investors with plans to hold up to $1 billion in bitcoin. A revised merger agreement offers BRR shareholders additional shares if the bitcoin price at closing exceeds the company’s purchase price.
ProCap BTC is led by Pompliano. He co-founded Full Tilt Capital, an early-stage venture firm acquired by Morgan Creek Capital Management in 2018. He later co-founded Morgan Creek Digital Assets, a digital asset investment platform for institutional clients. Pompliano also publishes a digital asset newsletter with about 270,000 subscribers, according to the founder.
