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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 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 |