ProCap Financial Files 424B3 Prospectus

TL;DR

ProCap Financial just dropped a prospectus (424B3) on 4/7/26 - new shares coming?

AI Summary

ProCap Financial, Inc. filed a 424B3 prospectus on April 7, 2026, detailing its financial offerings. The filing, with SEC Accession No. 0001493152-26-015377, provides information for potential investors. The company's mailing and business address is 600 Lexington Ave., Floor 2, New York, NY 10022.

Why It Matters

This filing is a prospectus, indicating ProCap Financial is offering new securities to the public, which could impact its stock price and investor base.

Risk Assessment

Risk Level: medium — Prospectus filings (424B3) often precede the issuance of new securities, which can dilute existing shares or signal significant corporate activity, carrying inherent investment risks.

Key Numbers

• 424B3 — Form Type (Indicates a prospectus filing, typically for securities offerings.)
• 0001493152-26-015377 — SEC Accession No. (Unique identifier for this specific SEC filing.)
• 2026-04-07 — Filing Date (The date ProCap Financial, Inc. submitted this prospectus.)

Key Players & Entities

• ProCap Financial, Inc. (company) — Filer of the 424B3 prospectus
• 0002076163 (company) — CIK number for ProCap Financial, Inc.
• 0001493152-26-015377 (dollar_amount) — SEC Accession Number for the filing
• 2026-04-07 (dollar_amount) — Filing date of the 424B3 prospectus
• 600 LEXINGTON AVE., FLOOR 2 NEW YORK NY 10022 (company) — Mailing and Business Address for ProCap Financial, Inc.

FAQ

Key Financial Figures

• $0.001 — 3 shares of our common stock, par value $0.001 per share (“ Common Stock ”
• $2.95 — e closing price of our Common Stock was $2.95 and the closing price for our Warrants
• $0.4631 — the closing price for our Warrants was $0.4631. We are an “emerging growth com
• $11.50 — of Common Stock at an exercise price of $11.50 per share BRRWW The Nasdaq Stock Ma

Filing Documents

• form424b3.htm (424B3) — 64KB
• ex16-1_001.jpg (GRAPHIC) — 6KB
• ex16-1_002.jpg (GRAPHIC) — 8KB
• 0001493152-26-015377.txt ( ) — 84KB

From the Filing

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 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 purs

View Full Filing

View this 424B3 filing on SEC EDGAR