Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-292590
PROSPECTUS
SUPPLEMENT DATED March 3, 2026
TO
THE PROSPECTUS DATED JANUARY 20, 2026
20,100,833
Shares of Common Stock
18,071,500
Shares of Common Stock Issuable Upon Conversion of the Convertible Notes
12,852,500
Shares of Common Stock Issuable Upon Exercise of the Warrants
ProCap
Financial, Inc.
This
prospectus supplement updates and supplements the information contained in the prospectus dated January 20, 2026 (as may be supplemented
or amended from time to time, the “Prospectus”), which forms part of our registration statement on Form S-1 (File
No. 333-292590) with the information contained in our Current Report on Form 8-K that was filed with the Securities and Exchange Commission
on March 02, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The
Prospectus and this prospectus supplement relates to 51,024,833 shares of our common stock, par value $0.001 per share (“Common
Stock”), which consists of (i) the resale of up to 20,100,833 shares of our Common Stock by certain of the selling securityholders
named in this prospectus (each a “Selling Securityholder” and, collectively, the “Selling Securityholders”),
(ii) the resale of up to 18,071,500 shares of Common Stock issuable upon conversion of the Convertible Notes (as defined below) by the
Selling Securityholders, and (iii) the issuance by the Company of up to 12,852,500 shares of Common Stock that are issuable upon the
exercise of 12,852,500 warrants, including 12,500,000 public warrants (the “Public Warrants”) and 352,500 private
warrants (the “Private Warrants” and together with the Public Warrants, the “Warrants”).
You
should read this prospectus supplement in conjunction with the Prospectus. This prospectus supplement is qualified by reference to the
Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus. If
there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information
in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such
terms in the Prospectus.
Our
Common Stock is listed on the Nasdaq Global Market under the symbol “BRR” and our Warrants are listed on the Nasdaq Capital
Market under the symbol “BRRWW.” On March 3, 2026, the closing price of our Common Stock was $2.95 and the closing price
for our Warrants was $0.4631.
We
are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with
reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging
growth company.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled
“Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in any amendments or supplements to the
Prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed
upon the accuracy or adequacy of the prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is March 3, 2026.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 27, 2026
PROCAP
FINANCIAL, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42995 |
|
39-2767031 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 600
Lexington Avenue, Floor 2 |
|
|
| New
York, New York |
|
10022 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(305)
938-0912
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☒ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
BRR |
|
The
Nasdaq Stock Market LLC |
| Redeemable
warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
BRRWW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 27, 2026, ProCap Financial, Inc. (the “Company”)
acquired an aggregate of 450 Bitcoin upon assignment of previously entered into put option contracts (the “Option Contracts”).
The Option Contracts were entered into with FalconX Bravo, Inc. as the counterparty on January 5, 2026 and January 20, 2026, in the ordinary
course of its business. The aggregate net capital utilized in connection with the Option Contracts was approximately $35,422,500, and
was sourced from the Company’s working capital account.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
PROCAP
FINANCIAL, INC. |
| |
|
|
| Date:
February 27, 2026 |
By: |
/s/
Renae Cormier |
| |
Name: |
Renae
Cormier |
| |
Title: |
Chief
Financial Officer |
