ProCap Financial (BRR) deploys $35.4M to acquire 450 Bitcoin

Rhea-AI Filing Summary

ProCap Financial, Inc. reported that it acquired an aggregate of 450 Bitcoin on February 27, 2026 through the assignment of previously entered put option contracts with FalconX Bravo, Inc. The company used approximately $35,422,500 of capital for these contracts, sourced from its working capital account.

The option contracts were originally entered into on January 5, 2026 and January 20, 2026 in the ordinary course of business. This transaction represents a significant deployment of cash into Bitcoin as a corporate asset.

Insights

Digital assets risk analyst

ProCap deploys $35.4M of working capital into Bitcoin.

ProCap Financial acquired 450 Bitcoin via assignment of prior put option contracts, using approximately $35,422,500 from its working capital account. The options were entered on January 5, 2026 and January 20, 2026 with FalconX Bravo, Inc. as counterparty.

This shifts a sizeable portion of cash into a volatile digital asset, concentrating exposure in Bitcoin price movements. The filing describes the options as entered in the ordinary course of business, but does not quantify ProCap’s overall asset base, so the relative scale is not disclosed.

Future company disclosures may clarify how these Bitcoin holdings are valued on the balance sheet and whether similar option-based strategies are ongoing, especially in subsequent periodic reports covering the period including February 27, 2026.

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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): 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

FAQ

What asset did ProCap Financial (BRR) acquire in this 8-K filing?

ProCap Financial acquired 450 Bitcoin as corporate assets. The Bitcoin was obtained through assignment of previously entered put option contracts with FalconX Bravo, Inc., reflecting a substantial move by the company into holding cryptocurrency directly on its balance sheet.

How much capital did ProCap Financial (BRR) use to acquire the 450 Bitcoin?

ProCap Financial used approximately $35,422,500 of capital for the option contracts leading to the 450 Bitcoin acquisition. The filing states this amount was sourced from the company’s working capital account, indicating a direct deployment of existing cash rather than external financing.

When did ProCap Financial (BRR) complete the Bitcoin acquisition?

ProCap Financial completed the acquisition of 450 Bitcoin on February 27, 2026. That date corresponds to the assignment of previously entered put option contracts, which converted the company’s option positions into actual Bitcoin holdings recorded as acquired assets.

Who was the counterparty to ProCap Financial’s Bitcoin option contracts?

The counterparty to ProCap Financial’s Bitcoin option contracts was FalconX Bravo, Inc. The company entered into these put option contracts with FalconX Bravo, Inc. on January 5, 2026 and January 20, 2026, later receiving 450 Bitcoin upon assignment of the contracts.

From where did ProCap Financial (BRR) fund the Bitcoin acquisition?

ProCap Financial funded the Bitcoin acquisition from its working capital account. The filing specifies that the approximately $35,422,500 of aggregate net capital used in connection with the put option contracts came from existing working capital, not from a separate financing transaction.

How did ProCap Financial (BRR) obtain Bitcoin rather than just trade options?

ProCap Financial obtained Bitcoin when its previously entered put option contracts were assigned. Instead of remaining a purely derivatives position, assignment of the options on February 27, 2026 resulted in the company receiving 450 Bitcoin as acquired assets on its balance sheet.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.8 KB
• EX-101 XBRL DEFINITION FILE 26.2 KB
• EX-101 XBRL LABEL FILE 36.2 KB
• EX-101 XBRL PRESENTATION FILE 24.8 KB