ProCap Financial (NASDAQ: BRR) registers 51.0M common shares offering

Rhea-AI Filing Summary

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.

Insights

Securities Registration Specialist

Registers a combined resale and primary issuance of 51,024,833 common shares.

This prospectus supplement identifies a mixed registration: resale shares by selling securityholders, shares tied to convertible notes, and shares issuable on warrants. The filing updates the underlying S-1 and attaches a Form 8-K describing auditor transition and merger-related shareholder approvals.

Cash‑flow treatment for resale versus company issuance is delineated by category: resales are by selling holders; warrant- and note-related shares are issuable upon conversion/exercise. Timing and pricing mechanics are governed by the underlying securities and not specified in the supplement.

Corporate Governance Analyst

Board and governance actions disclosed alongside the registration.

The Form 8-K attached notes the Audit Committee replaced MaloneBailey with BDO USA, P.C., and reports stockholder approvals for the Merger, director election, and an equity plan share increase. These are governance items that support completed corporate approvals tied to the Merger transaction.

Investors should note the material weakness previously disclosed in internal control over financial reporting remains part of the record; subsequent filings may disclose remediation progress.

Key Figures

Registered shares total: 51,024,833 shares Resale shares by selling holders: 20,100,833 shares Shares from Convertible Notes: 18,071,500 shares +4 more

7 metrics

Registered shares total 51,024,833 shares Prospectus supplement dated April 6, 2026

Resale shares by selling holders 20,100,833 shares Resale portion of the registration

Shares from Convertible Notes 18,071,500 shares Shares issuable upon conversion of Convertible Notes

Warrants exercisable into shares 12,852,500 shares Includes 12,500,000 Public Warrants and 352,500 Private Warrants

Common Stock closing price $2.95 Closing price on March 3, 2026

Warrants closing price $0.4631 Closing price on March 3, 2026

Shares outstanding 83,422,775 shares Outstanding as of February 10, 2026 (record date)

Key Terms

Selling Securityholders, Public Warrants, Convertible Notes, Prospectus Supplement

4 terms

Selling Securityholders regulatory

"resale of up to 20,100,833 shares of our Common Stock by certain of the selling securityholders"

Selling securityholders are existing owners of a company's stocks or other tradable claims who are offering some or all of their holdings for sale in a public offering or secondary transaction. Investors watch these sellers because large or insider sales can increase the number of shares available, put downward pressure on price, and signal insiders’ views about future prospects—much like many people selling tickets at once can change the market for an event.

Public Warrants financial

"including 12,500,000 public warrants (the “Public Warrants”)"

Public warrants are tradable securities that give the holder the right to buy a company’s stock at a fixed price before a set expiration date. Like a coupon that lets you purchase shares later at a preset price, they matter to investors because using them can bring new cash into the company but also increase the total number of shares outstanding, which can dilute existing ownership and influence the stock’s price and potential gains.

Convertible Notes financial

"18,071,500 shares of Common Stock issuable upon conversion of the Convertible Notes"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

Prospectus Supplement regulatory

"This prospectus supplement updates and supplements the information contained in the prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Offering Details

mixed

Offering

Offering Type mixed

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Accepted by SEC EDGAR 04/07/2026 - 06:03 AM Learn about SEC filing dates

FAQ

What exactly is being registered in ProCap's April 6, 2026 prospectus supplement (BRR)?

Answer: The supplement registers 51,024,833 shares of Common Stock split into three buckets: 20,100,833 resale shares, 18,071,500 shares from Convertible Notes conversion, and 12,852,500 shares issuable on Warrants.

Who may sell shares under the ProCap prospectus supplement (BRR)?

Answer: Up to 20,100,833 shares are registered for resale by named Selling Securityholders; other registered shares are issuable upon conversion of Convertible Notes or exercise of Public and Private Warrants.

How many warrants and what types are referenced in the filing for ProCap (BRR)?

Answer: The supplement references 12,852,500 warrants exercisable into Common Stock, consisting of 12,500,000 Public Warrants and 352,500 Private Warrants.

What governance and auditor changes did ProCap disclose in the attached Form 8-K?

Answer: The Form 8-K reports the dismissal of MaloneBailey, LLP and engagement of BDO USA, P.C. as the new independent registered public accounting firm, plus stockholder approvals related to the Merger, a director election, and an equity plan amendment.

How many ProCap shares were outstanding as of the record date for the annual meeting?

Answer: There were 83,422,775 shares outstanding of ProCap Common Stock as of the record date, February 10, 2026, which was used for voting at the Annual Meeting.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-292590

PROSPECTUS SUPPLEMENT DATED APRIL 6, 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 April 6, 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): March 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 4.01 Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Previous Independent Registered Public Accounting Firm

On March 27, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of ProCap Financial, Inc. (the “Company”) approved the dismissal of MaloneBailey, LLP (“MaloneBailey”) as the Company’s independent registered public accounting firm, effective as of such date.

The audit report of MaloneBailey on the Company’s consolidated financial statements for the period from June 17, 2025 (inception) through December 31, 2025 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

For the period from June 17, 2025 (inception) through December 31, 2025 and the subsequent interim period through the date of MaloneBailey’s dismissal, there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) between the Company and MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused MaloneBailey to make reference thereto in its reports on the Company’s financial statements for such years, and (ii) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) except for the previously disclosed material weakness in internal control over financial reporting related to (i) inadequate segregation of duties and effective risk assessment, and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both GAAP and SEC guidelines.

The Company has provided MaloneBailey with a copy of the foregoing disclosure and has requested that MaloneBaily furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether or not MaloneBailey agrees with the statements made above. A copy of MaloneBailey’s letter, dated March 27, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Engagement of New Independent Registered Public Accounting Firm

On March 27, 2026, the Audit Committee approved the engagement of BDO USA, P.C. (“BDO”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026, effective immediately.

During the fiscal year ended December 31, 2025 and the subsequent interim period through the date of BDO’s engagement, neither the Company nor anyone acting on its behalf consulted with BDO regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by BDO that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 27, 2026, ProCap Financial, Inc. (the “Company”) held its exclusively virtual Annual Meeting of Stockholders (the “Annual Meeting”). As of February 10, 2026, the record date for the Annual Meeting, there were 83,422,775 shares of ProCap Common Stock, par value $0.001 per share (the “ProCap Common Stock”), outstanding and entitled to vote. The Annual Meeting was held to obtain the stockholder approvals necessary to complete the merger (the “Merger”) of Silvia Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), with and into CFO Silvia, Inc., a Delaware corporation (“CFO Silvia”), pursuant to the Agreement and Plan of Merger, dated February 9, 2026, by and among the Company, Merger Sub, CFO Silvia, Inflection Points, Inc., and Shain Noor (the “Merger Agreement”), and to act on certain related matters. The following is a brief description of each matter voted upon at the Annual Meeting and the number of votes cast.

Proposal No. 1 — Merger Proposal

The stockholders approved, for purposes of Nasdaq Listing Rule 5635, the issuance of shares of ProCap Common Stock pursuant to the terms of the Merger Agreement.

For: 33,172,356 Against: 15,065,559 Abstain: 7,525

Proposal No. 2 — Director Appointment Proposal

The stockholders elected Eric Jackson as a Class I director of the Company to hold office for a three-year term until the annual meeting of stockholders to be held in 2029 and until his successor is duly elected and qualified.

Eric Jackson

For: 37,359,999 Withheld: 9,562,078 Abstain: 1,323,363

Proposal No. 3 — Equity Plan Amendment

The stockholders approved an amendment to the Company’s 2025 Equity Incentive Plan to increase the number of shares of ProCap Common Stock authorized for issuance thereunder, to enable the Company to continue to grant equity compensation awards to current and future employees in accordance with the Company’s compensation practices.

For: 33,103,985 Against: 13,867,806 Abstain: 1,273,649

Proposal No. 4 — Adjournment Proposal

The stockholders voted on whether to approve an adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes in favor of Proposal No. 1, Proposal No. 2, or Proposal No. 3.

For: 33,711,635 Against: 10,745,407 Abstain: 3,788,398

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
16.1		Letter from MaloneBailey, LLP, dated March 27, 2026, addressed to the Securities and Exchange Commission
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: March 30, 2026	By:	/s/ Renae Cormier
	Name:	Renae Cormier
	Title:	Chief Financial Officer

Exhibit 16.1

March 27, 2026

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

We have read the statements under Item 4.01 of the Current Report on Form 8-K of ProCap Financial, Inc. to be filed with the Securities and Exchange Commission on or about March 30, 2026. We agree with all statements pertaining to us. We have no basis on which to agree or disagree with the other statements contained therein.

MaloneBailey, LLP

www.malonebailey.com

Houston, Texas