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 30, 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 (§17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§17 CFR 240.12b-2).
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
March 30, 2026, Jeff Park notified ProCap Financial, Inc., a Delaware corporation (the “Company”), of his resignation
as Chief Investment Officer of the Company, effective April 3, 2026 (the “Effective Date”). In connection with his
resignation, Mr. Park resigned from all positions he held with the Company and its subsidiaries. The Company has not appointed a successor
Chief Investment Officer at this time.
Mr.
Park’s resignation was voluntary and was not the result of any disagreement with the Company or its Board of Directors on any matter
relating to the Company’s operations, policies, or practices.
In
connection with Mr. Park’s separation, the Company and Mr. Park entered into a Separation Agreement and General Release, dated
April 3, 2026 (the “Separation Agreement”).
Pursuant
to the Separation Agreement, Mr. Park will receive: (i) continued payment of his base salary through May 8, 2026; (ii) continued vesting
of Mr. Park’s outstanding restricted stock unit awards granted under the Company’s 2025 Equity Incentive Plan through the
next equity grant date following May 8, 2026, occurring in August 2026, after which all further vesting will cease and any unvested RSUs
will be forfeited; and (iii) continued group health insurance coverage for up to six months following the Effective Date.
In
addition, under the Separation Agreement, the Company waived the non-competition covenant applicable to Mr. Park under his Employment
Agreement. All other restrictive covenants, including confidentiality, non-solicitation, and non-disparagement obligations, remain in
full force and effect.
The
foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Separation Agreement and General Release, dated April 3, 2026, by and between ProCap Financial, Inc. and Jeff Park. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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:
April 3, 2026 |
By: |
/s/
Anthony Pompliano |
| |
Name: |
Anthony
Pompliano |
| |
Title: |
Chairman
and Chief Executive Officer |
Exhibit
10.1
SEPARATION
AGREEMENT AND GENERAL RELEASE
This
Separation Agreement and General Release (this “Agreement”) is entered into as of April 3, 2026, by and between ProCap
Financial, Inc., a Delaware corporation (the “Company”), and Jeff Park (“Employee”). The Company
and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS,
the Company and Employee entered into that certain Employment Agreement, dated July 25, 2025 (“Employment Agreement”);
WHEREAS,
the Parties desire to set forth their mutual agreements regarding the separation of Employee’s employment with the Company and
the resolution of any and all claims between them;
WHEREAS,
the Company’s common stock is listed on The Nasdaq Stock Market and the Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Employee serves as the Chief Investment Officer
of the Company and is a Section 16 reporting person;
WHEREAS,
Employee has voluntarily resigned from Employee’s position as Chief Investment Officer of the Company, effective as of the Separation
Date (as defined below), and the Parties wish to effect an orderly transition;
NOW,
THEREFORE, the Parties agree as follows:
| |
1.
|
Separation
from Employment. Employee’s employment with the Company will terminate effective April 3, 2026 (the “Separation
Date”). Employee’s resignation is voluntary, without Good Reason, and without dispute. Employee agrees to cooperate
reasonably with the Company in transitioning Employee’s duties and responsibilities prior to the Separation Date. As of the
Separation Date, Employee shall resign from all positions as an officer of the Company and its subsidiaries and affiliates, and
Employee agrees to execute any documents reasonably necessary to effectuate such resignations. |
| |
|
|
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2.
|
Separation
Benefits. In consideration of Employee’s execution, non-revocation, and compliance with this Agreement, and
provided that this Agreement has become effective, the Company agrees to provide Employee with the following separation
benefits (collectively, the “Separation Benefits”): |
| |
a. | Base Pay.
The Company will continue to pay Employee’s base salary through May 8, 2026 (“End Date”) in accordance with
the Company’s regular payroll practices, less applicable taxes and withholdings. Employee acknowledges that the Company is not
otherwise obligated to pay any additional base salary beyond the Separation Date. |
| |
b.
|
Equity.
Employee’s outstanding restricted stock unit awards (“RSUs”) granted under the Company’s
2025 Equity Incentive Plan (the “Plan”) shall continue to vest through the next equity grant dates
following the Separation Date occurring on May 4. 2026 and August 4, 2026 (August 4, 2026, is the “Final Vest Date”),
at which point all further vesting shall cease. Any RSUs or portions thereof that have not vested as of the Final Vest
Date shall be forfeited without further compensation. The treatment of any vested RSUs and the shares of Common Stock
issued upon settlement thereof shall be governed by the Plan and the applicable award agreement. |
| |
|
|
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|
Employee
acknowledges that, as a Section 16 reporting person, Employee remains subject to the reporting requirements of Section
16(a) of the Exchange Act with respect to any RSUs that vest or shares that are disposed of following the Separation Date,
including the obligation to file Forms 4 and 5 with the Securities and Exchange Commission (the “SEC”).
The Company agrees to provide reasonable assistance to Employee in the preparation and timely filing of any such reports
for a period of 12 months following the Separation Date. |
| |
|
|
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c.
|
Healthcare
Continuation. The Employee will continue to be eligible to receive the current group health insurance coverage (medical,
dental, and vision, as applicable) for a period of six months following the Separation Date, or until Employee becomes
eligible for coverage under another employer’s group health plan, whichever occurs first. |
| |
|
|
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d.
|
Lock-Up
Release Instruction. No later than three business days prior to the Lock-Up Expiration Date, the Company shall deliver to its
transfer agent a written instruction in form and substance reasonably necessary to permit the unrestricted transfer and sale of such
units by Employee on and after the Lock-Up Expiration Date, and shall provide Employee with a copy of such instruction
contemporaneously with its delivery to the transfer agent. |
Employee
acknowledges that the Separation Benefits described in this Section 2 are in addition to any compensation or benefits to which Employee
would otherwise be entitled, and constitute sufficient consideration for the promises made by Employee in this Agreement.
| |
3.
|
Non-Compete
Waiver. Notwithstanding any provision in the Employment Agreement or any other agreement between Employee and the
Company, the Company hereby expressly waives and releases any non-competition covenant or restriction that would
otherwise prohibit Employee from engaging in competitive employment or business activities following the Separation Date.
For the avoidance of doubt, this waiver applies solely to non-competition restrictions; all other restrictive covenants in
Employee’s employment agreement, including without limitation any confidentiality, non-solicitation of
employees, non-solicitation of customers, and non-disparagement obligations, remain in full force and effect. |
| |
|
|
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4.
|
General
Release of Claims. In exchange for the Separation Benefits described herein, Employee, on behalf of Employee and
Employee’s heirs, executors, administrators, successors, and assigns, hereby fully and finally releases, acquits, and forever
discharges the Company and its parents, subsidiaries, affiliates, predecessors, successors, assigns, and each of their
respective officers, directors, shareholders, employees, agents, attorneys, and representatives (collectively, the
“Released Parties”), from any and all claims, demands, causes of action, suits, debts, liabilities, losses,
damages, and expenses of any nature whatsoever, whether known or unknown, that Employee has, had, or may have against any Released
Party arising out of or related to Employee’s employment with the Company or the separation thereof, through the date of
Employee’s execution of this Agreement. |
| |
|
|
| |
|
This
release includes, without limitation, any claims arising under the Civil Rights Acts of 1866 and 1867, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the
Americans with Disabilities Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act,
the Occupational Safety and Health Act, the Genetic Information Nondiscrimination Act, the Lilly Ledbetter Fair Pay Act
of 2009, the Fair Credit Reporting Act, the Family and Medical Leave Act, the Equal Pay Act of 1963, as amended, the
Consolidated Omnibus Budget Reconciliation Act, the Rehabilitation Act, Section 1981 of the Civil Rights Act of 1866, the New York
State Executive Law, the New York State Human Rights Law, the New York City Administrative Code, the New York City Human Rights Law,
the New York Labor Law, the New York Retaliatory Action by Employers Law, the New York State Worker Adjustment and
Retraining Notification Act, the New York Nondiscrimination for Legal Actions Law, the New York Wage
Theft Prevention Act, the New York City Earned Sick Time Act, the New York City Earned Safe and Sick Time Act, the New
York State paid family leave law, the New York Civil Rights Law, any federal, state or local human rights or fair
employment practices laws, any claims for breach of contract, wrongful termination, retaliation, defamation, invasion of
privacy, intentional or negligent infliction of emotional distress, fraud, misrepresentation, or any other statutory,
common law, or regulatory claim. |
| |
|
|
| |
|
Employee
represents that Employee has not filed, and agrees not to file, any lawsuit, charge, or complaint against any Released
Party with respect to any claim released herein. Nothing in this Agreement, however, shall be construed to prevent Employee
from filing a charge with the Equal Employment Opportunity Commission (EEOC) or comparable federal, state, or local agency,
although Employee waives any right to recover monetary damages in connection with any such charge. |
| |
|
|
| |
|
Notwithstanding
the foregoing, this release shall not apply to, and Employee acknowledges and agrees that nothing in this Agreement shall limit or
restrict, claims for enforcement of this Agreement, claims that arise after the date that Employee signs this Agreement, any rights
or claims Employee may have to receive workers’ compensation or unemployment insurance benefits, or the Company’s rights
or obligations under the Company’s Compensation Recovery Policy adopted in compliance with Section 10D of the Exchange Act and
the listing standards of The Nasdaq Stock Market (the “Clawback Policy”), as may be amended from time
to time. Employee’s obligations under the Clawback Policy shall survive the execution of this Agreement to the
extent required by applicable law and listing standards. Notwithstanding the foregoing, nothing in the Clawback Policy
shall apply to compensation already paid or vested, except to the extent required by applicable law, SEC regulations, or
listing standards. |
| |
|
|
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5. |
Company
Release. The Company, on behalf of itself and its subsidiaries and affiliates, releases and discharges Employee from any
and all claims arising out of Employee’s acts or omissions within the scope of his employment duties performed in good
faith, excluding only claims arising from fraud, gross negligence, or willful misconduct. |
| |
6.
|
Non-Disparagement.
Each Party agrees that it will not make any statement, whether written, oral, or electronic, that is disparaging, defamatory,
or damaging to the reputation, business, or goodwill of the other Party or, with respect to the Company, any of its officers,
directors, employees, products, or services. Employee further agrees not to communicate with any media, analyst, investor,
or other third party in a manner intended to harm the Company’s business interests or reputation. |
| |
|
|
| |
|
The
Company agrees to instruct its executive officers and directors not to make any statement, whether written, oral, or electronic,
that is disparaging, defamatory, or damaging to Employee’s professional reputation. |
| |
|
|
| |
|
Notwithstanding
the foregoing, nothing in this Section shall prevent either Party from (i) testifying truthfully pursuant to a lawful
court order or subpoena; (ii) making truthful statements to a government agency or regulatory authority; (iii) making
any disclosure or filing required by the federal securities laws, including without limitation any filing required under
Section 13 or Section 16 of the Exchange Act or Regulation FD thereunder; (iv) exercising rights protected under applicable
law; or (v) making general commentary on market conditions, industry trends, or matters of public concern, provided that
such commentary does not specifically identify or single out the other Party or, with respect to the Company, any
of its current executive officers and directors, in a disparaging manner.. |
| |
|
|
| |
7.
|
Return
Of Company Property. Employee agrees to return all Company property, including without limitation any equipment, devices,
access credentials, documents, files, and confidential information, on or before the Separation Date. |
| |
|
|
| |
8.
|
Cooperation.
For a period of 24 months following the Separation Date, Employee agrees to cooperate reasonably with the Company in connection
with any investigation, litigation, regulatory proceeding, SEC filing, financial restatement, auditor inquiry, or other
matter in which Employee’s knowledge or involvement may be relevant. The Company will reimburse Employee for reasonable
out-of-pocket expenses incurred in connection with such cooperation. |
| |
|
|
| |
9.
|
SEC
Disclosure and Filing Obligations. |
| |
a.
|
Employee
acknowledges that the Company is required to file a Current Report on Form 8-K with the SEC to disclose Employee’s resignation
as Chief Investment Officer pursuant to Item 5.02 of Form 8-K, and that this Agreement (or a summary of its material terms) may be
filed as an exhibit thereto or incorporated by reference in other SEC filings. Employee agrees to review and provide reasonable
comments on any such disclosure prior to filing, provided that the Company shall have no obligation to accept
Employee’s comments and that the Company’s disclosure obligations under applicable law shall control. |
| |
|
|
| |
b.
|
Employee
acknowledges that Employee’s obligations under Section 16 of the Exchange Act, including without limitation the
filing of Forms 4 and 5, survive the termination of Employee’s employment with the Company. Employee agrees to timely
comply with all such filing obligations. |
| |
10.
|
Trading
Restrictions. Employee acknowledges that Employee may be in possession of material nonpublic information (“MNPI”)
concerning the Company as of the Separation Date. Employee agrees that Employee shall not, directly or indirectly, purchase, sell, or
otherwise trade in the Company’s securities while in possession of MNPI, and that the prohibitions of Section 10(b) of the Exchange
Act and Rule 10b-5 thereunder continue to apply to Employee following the Separation Date. |
| |
|
|
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11.
|
Indemnification;
D&O Insurance. The Company agrees that Employee shall continue to be entitled to indemnification and advancement of expenses
to the fullest extent provided under the Company’s certificate of incorporation, bylaws, and the Indemnification Agreement
between the Company and Employee, with respect to Employee’s acts and omissions during the period of Employee’s
employment. The Company shall maintain directors’ and officers’ liability insurance (“D&O
Insurance”) providing coverage for Employee for a period of not less than six years following the Separation
Date on terms no less favorable than the coverage provided to the Company’s current directors and officers as of
the Separation Date, or, if the Company maintains a “tail” policy following any change of control, Employee shall be
covered thereunder. |
| |
|
|
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12.
|
Representations.
Each Party represents and warrants that: (i) such Party has full authority to enter into this Agreement; (ii) such Party
has read and understands the terms of this Agreement; and (iii) such Party has not relied on any representation or promise
not set forth in this Agreement. |
| |
|
|
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13.
|
Consideration.
Employee shall have five calendar days from receipt of this Agreement to review and consider its terms before signing,
and may use as much or as little of this review period as Employee chooses. |
| |
a.
|
Entire
Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter
hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, except that the
confidentiality, non solicitation, and other surviving obligations in Employee’s Employment Agreement remain in effect and
will continue in accordance with their respective terms and conditions, to the extent not expressly waived herein. |
| |
|
|
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b.
|
Governing
Law. This Agreement shall in all respects be interpreted, enforced, and governed by and in accordance with the internal
substantive laws (and not the conflict of laws principals thereof) of the State of New York. Each of the Parties hereto
submits to the jurisdiction of the federal and state courts of New York, New York (or any appellate court thereof) in
any action or proceeding arising out of or relating to this Agreement. |
| |
|
|
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c.
|
Severability.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue
in full force and effect. |
| |
|
|
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d.
|
Amendment;
Waiver. This Agreement may not be amended or modified except by a written instrument signed by both Parties. No waiver
of any provision shall be effective unless in writing. |
| |
|
|
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e.
|
Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding. |
| |
|
|
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f.
|
No
Admission. This Agreement does not constitute an admission of liability or wrongdoing by either Party. |
| |
|
|
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g.
|
Public
Filing. Employee acknowledges and agrees that this Agreement may be filed with the SEC as an exhibit to a Current
Report on Form 8-K, Annual Report on Form 10-K, or other filing, and that, upon such filing, this Agreement will become
a public document. Nothing in this Agreement shall be construed to prohibit or restrict the Company from making any disclosure
required by applicable securities laws or stock exchange rules. |
***********
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
| ProCap Financial, Inc. |
|
| |
|
|
| By:
|
/s/
Anthony Pompliano |
|
| Name: |
Anthony
Pompliano |
|
| Title:
|
CEO |
|
|
|
|
| Date: |
4/3/2026
|
|
| |
|
|
| /s/ Jeff
Park |
|
| Jeff Park, Employee |
|
|
|
|
| Date:
|
4/3/2026 |
|
