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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 |
