ProCap Financial (BRR)

The weird situation is that in early February,BRR announced a deal to acquire CFO Silvia in an all stock transaction.

What’s so weird about that?

Well, to start, I’d encourage you to read the press release. I probably read 1,000 merger press releases a year; I’d venture the BRR / CFO Silvia merger PR is the strangest I’ve ever read. It reads like an advertisement for the CFO Silvia product, and while it mentions that BRR and CFO Silvia are merging, it does not give the terms of the merger! It doesn’t say the valuation of CFO Silvia, it doesn’t say what their financials look like, and it doesn’t even give the specific amount of shares that CFO Silvia is getting in the deal!

It’s also just a strange deal in general. BRR is a digital treasury company trading at a discount to NAV; why should they be issuing stock to buy an AI play?

But what’s even stranger is that the merger proxy reveals that BRR’s CEO is the majority stock holder in CFO Silvia, and that information wasn’t even disclosed in the deal announcement. Seems kind of pertinent, no?

There’s actually a ton of other crazy stuff in this merger. The one that jumped out to me looking through the proxy was the fairness opinion; I really wanted to look and see the projections for both sides of the deal, but the fairness opinion basically reads “the vibes of this deal seem fine; go get it my dudes” and skips out on all basic analysis. ATG is pushing back against the deal andpublished a PR highlighting that issue and plenty of others; I’ll refer you to their PR if you want more on how wild this deal is.