ProCap Financial, Inc. 424B Filings

ProCap Financial, Inc. filed a prospectus supplement updating a prior prospectus for the registration of 51,024,833 shares of Common Stock. This consists of the resale of up to 20,100,833 existing shares by selling securityholders, the resale of up to 18,071,500 shares issuable upon conversion of Convertible Notes, and the issuance of up to 12,852,500 shares upon exercise of Public and Private Warrants. The Common Stock trades on the Nasdaq Global Market under "BRR" and the Warrants on the Nasdaq Capital Market under "BRRWW", with March 3, 2026 closing prices of $2.95 per share and $0.4631 per Warrant, respectively. ProCap is an emerging growth company using reduced reporting requirements.

The company also reported that Nasdaq’s Listing Qualifications staff has determined ProCap now complies with Nasdaq Listing Rules 5605(c)(2)(A) and 5605(b)(1) regarding independent directors and audit committee composition, following the appointment of Benjamin Buchanan to the Board and audit committee, and that this deficiency matter is closed.

ProCap Financial, Inc. filed a prospectus supplement updating a January 20, 2026 prospectus that now covers 51,024,833 shares of common stock. This includes the resale of up to 20,100,833 shares held by selling securityholders, the resale of up to 18,071,500 shares issuable upon conversion of Convertible Notes, and the potential issuance of up to 12,852,500 shares upon exercise of Public and Private Warrants. The company’s common stock trades on Nasdaq under “BRR” and its warrants under “BRRWW,” with March 3, 2026 closing prices of $2.95 per share and $0.4631 per warrant, respectively, and each warrant has an exercise price of $11.50 per share.

Separately, ProCap appointed Benjamin Buchanan as an independent director effective July 15, 2026. He will serve on the Audit, Compensation, and Nomination and Governance Committees. His appointment restores both a three-member Audit Committee and a majority of independent directors, bringing the company back into compliance with Nasdaq Listing Rules 5605(c)(2)(A) and 5605(b).

ProCap Financial, Inc. files a prospectus supplement registering 51,024,833 shares of Common Stock under its Form S-1 registration, consisting of (i) up to 20,100,833 shares for resale by selling securityholders, (ii) up to 18,071,500 shares issuable upon conversion of Convertible Notes for resale by selling securityholders, and (iii) up to 12,852,500 shares issuable upon exercise of outstanding warrants.

The supplement incorporates the Company’s Form 10-Q for the quarter ended March 31, 2026. As disclosed, the Company held 5,457 BTC with a reported fair value of $372,277 and stated 90,573,524 shares issued and outstanding as of May 13, 2026. The registration mixes resale by existing holders and company‑issuable shares upon warrant exercise and note conversion; proceeds treatment for exercises is described in the prospectus supplement.

ProCap Financial, Inc. files a prospectus supplement registering 51,024,833 shares of Common Stock under its S-1; the registration comprises (i) resale of up to 20,100,833 shares by selling securityholders, (ii) resale of up to 18,071,500 shares issuable upon conversion of Convertible Notes, and (iii) issuance of up to 12,852,500 shares issuable upon exercise of warrants.

The supplement incorporates a Current Report on Form 8-K disclosing that Jeff Park resigned as Chief Investment Officer effective April 3, 2026. His Separation Agreement provides continued base salary through May 8, 2026, continued RSU vesting through the next grant date(s) with a Final Vest Date: August 4, 2026, up to six months of group health coverage, a waiver of his non‑compete, and other customary release, cooperation, and indemnification provisions.

ProCap Financial, Inc. registers 51,024,833 shares of Common Stock via a prospectus supplement dated April 6, 2026. The registration consists of up to 20,100,833 resale shares by selling securityholders, up to 18,071,500 shares issuable on conversion of Convertible Notes, and up to 12,852,500 shares issuable upon exercise of Warrants (including 12,500,000 Public Warrants and 352,500 Private Warrants).

The supplement updates the Prospectus dated January 20, 2026 and attaches a Current Report on Form 8-K reporting: the dismissal of MaloneBailey, LLP and engagement of BDO USA, P.C. as the new independent registered public accounting firm; approval of a merger-related Nasdaq issuance; election of a director; and an equity plan amendment. Shares outstanding were 83,422,775 as of February 10, 2026.

ProCap Financial, Inc. registers 51,024,833 shares of Common Stock under a prospectus supplement dated March 3, 2026, consisting of resale of up to 20,100,833 shares by selling securityholders, resale of up to 18,071,500 conversion shares, and issuance of up to 12,852,500 shares underlying warrants.

The supplement incorporates the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. As context, the filing states 85,166,604 shares were issued and 83,422,775 shares were outstanding as of February 12, 2026.

ProCap Financial, Inc. files a prospectus supplement registering 51,024,833 shares of Common Stock, comprised of 20,100,833 resale shares, 18,071,500 shares issuable upon conversion of Convertible Notes, and 12,852,500 shares issuable upon exercise of warrants. The supplement incorporates a Form 8-K reporting that on February 27, 2026 the company acquired 450 Bitcoin, with aggregate net capital used of $35,422,500 sourced from working capital.

The prospectus supplement dated March 3, 2026 updates the Prospectus dated January 20, 2026 and attaches the Current Report on Form 8-K filed March 2, 2026. Common Stock trades on Nasdaq under the symbol BRR and warrants under BRRWW; closing prices on March 3, 2026 were $2.95 and $0.4631, respectively.

ProCap Financial, Inc. filed a prospectus supplement dated March 3, 2026 registering 51,024,833 shares of Common Stock consisting of 20,100,833 resale shares, 18,071,500 shares issuable upon conversion of convertible notes, and 12,852,500 shares issuable upon exercise of warrants. The supplement incorporates a Form 8-K reporting that the company repurchased 148,241 shares in the open market on February 20, 2026 at approximately a 35% discount to NAV and commits to ongoing repurchases while shares trade at a discount. The prospectus supplement updates the registration statement on Form S-1 (No. 333-292590) and relates to resale by selling securityholders and issuance upon warrant exercise.

ProCap Financial, Inc. files a prospectus supplement covering 51,024,833 shares of common stock tied to earlier financings and warrants. This includes up to 20,100,833 existing shares for resale by selling securityholders, 18,071,500 shares issuable upon conversion of outstanding convertible notes, and 12,852,500 shares issuable upon exercise of public and private warrants.

ProCap also discloses an agreement to acquire AI-focused fintech CFO Silvia, Inc. via a stock-for-stock merger with potential earnout shares if the volume-weighted trading price of ProCap’s stock reaches $9.00 during a defined period. SAFEs at CFO Silvia will be terminated and converted into merger and potential earnout consideration, with new registration rights and lock-up agreements restricting post-closing share sales.

Separately, ProCap agrees to repurchase approximately $135.0 million principal of its 0.00% Convertible Senior Secured Notes due 2028 for about $119.0 million in cash, reducing expected notes outstanding to roughly $100.0 million. The company reports collateral of 2,800 Bitcoin and $145 million in cash under a 1:1 loan-to-collateral covenant. An employment package for incoming CTO Shain Noor, including a $700,000 base salary, bonuses and equity, supports a strategy to expand AI-driven, bitcoin-related financial products.

ProCap Financial, Inc. is registering and covering 51,024,833 shares of common stock, including 20,100,833 shares for resale by existing holders, 18,071,500 shares issuable upon conversion of convertible notes, and 12,852,500 shares issuable upon exercise of outstanding warrants. The company’s common stock trades on Nasdaq under “BRR” and its warrants under “BRRWW,” with recent closing prices of $3.07 and $0.60, respectively. The supplement also attaches a current report detailing the resignation of director William H. Miller IV, who stepped down from the board and four key committees effective January 20, 2026, without any dispute or disagreement with the company. His departure leaves the board temporarily out of compliance with Nasdaq independence requirements for both the audit committee and overall board composition, and the company has notified Nasdaq that it plans to rely on applicable cure periods while it searches for a new independent director.

ProCap Financial, Inc. updates its prospectus for a mixed offering covering 51,024,833 shares of common stock. The filing corrects a prior error in how shares are allocated between the company’s primary issuance and secondary resales, without changing the total shares registered, the security types, or other material terms. The company may issue up to 12,852,500 shares upon exercise of warrants, while selling securityholders may resell up to 38,172,333 shares, representing about 45% of shares outstanding and roughly 52% of non‑affiliate shares. ProCap will receive cash only if warrants are exercised at an $11.50 strike price, which is well above recent market prices, so warrant exercises may be limited in the near term. The business centers on accumulating Bitcoin as a treasury asset and operating Bitcoin‑focused media products, and the prospectus highlights extensive risks tied to Bitcoin price volatility, regulation, leverage through convertible notes, and potential stock overhang from large resale capacity.

ProCap Financial, Inc. has filed a resale prospectus covering up to 51,024,833 shares of common stock, including shares already issued in its SPAC business combination, shares issuable upon conversion of $235.0 million of convertible notes, and shares issuable upon exercise of warrants. These shares represent about 60% of ProCap’s outstanding common stock, so sales by selling securityholders could put significant pressure on the stock price. ProCap will not receive proceeds from these resales, and is only eligible to receive cash if warrants are exercised; with the warrants struck at $11.50 versus a recent share price of $3.73, such exercises are described as unlikely in the near term.

ProCap is a recently formed, U.S.-based, Bitcoin-focused company that aims to grow shareholder value by holding Bitcoin as a long-term treasury asset and operating Bitcoin-related media products. The company’s principal asset is Bitcoin, and it highlights extensive risks tied to Bitcoin’s price volatility, regulatory uncertainty, concentration risk, and reliance on custodians and digital asset market infrastructure, any of which could materially affect its results and market value.