SVIA · Silvia, Inc.

ProCap Financial has significantly expanded its AI-driven finance capabilities through the acquisition of CFO Silvia, an AI agent lab focused on portfolio analysis and financial insights, now a wholly-owned subsidiary. The all-stock transaction reflects high confidence in synergies, with merger consideration structured to align seller interests: 7.5 million closing shares (adjusted down for liabilities), 900,000 escrow shares for indemnification protection, and up to 9 million earnout shares tied to $9.00/share stock performance over five years, promoting long-term value creation. Lock-up agreements restrict transfers until at least six months post-closing or achievement of the $9.00 threshold, reducing near-term selling pressure. Shain Noor, CFO Silvia's 26-year-old co-founder and former CEO, joins as CTO with a rich compensation package—$700K base, $5M signing bonus, $300K target bonus, and $1M annual RSUs—signaling retention of key talent critical for integration and platform growth. The unregistered share issuance under Section 4(a)(2) includes robust registration rights, facilitating future liquidity. Approved by shareholders on March 27 and structured as a tax-free reorganization, this deal positions ProCap to leverage Silvia's $30B+ AUM platform and high-net-worth user base for accelerated growth in agentic finance.