ProCap Financial Reports Accountant Change and Shareholder Vote

Ticker: BRR · Form: 8-K · Filed: Mar 30, 2026 · CIK: 0002076163

Sentiment: neutral

Topics: accountant-change, shareholder-vote, financial-statements

TL;DR

ProCap Financial switched accountants and had a shareholder vote. Details inside.

AI Summary

ProCap Financial, Inc. filed an 8-K on March 30, 2026, reporting changes in its certifying accountant and the submission of matters to a vote of security holders. The filing also includes financial statements and exhibits.

Why It Matters

Changes in a company's auditor can signal potential financial concerns or a shift in accounting practices, while shareholder votes indicate important corporate decisions are being made.

Risk Assessment

Risk Level: medium — The filing indicates a change in certifying accountant, which can sometimes precede or coincide with financial reporting issues.

Key Players & Entities

FAQ

What is the reason for the change in ProCap Financial's certifying accountant?

The filing does not explicitly state the reason for the change in certifying accountant under Item 4.01.

What matters were submitted to a vote of security holders?

Item 5.07 of the filing indicates that matters were submitted to a vote of security holders, but the specific details of these matters are not provided in the summary information.

When was this 8-K filing accepted by the SEC?

The filing was accepted on March 30, 2026, at 07:35:37.

What is ProCap Financial, Inc.'s SIC code?

ProCap Financial, Inc.'s SIC code is 6199, categorized under Finance Services (CF Office: 09 Crypto Assets).

Where are ProCap Financial, Inc.'s principal executive offices located?

ProCap Financial, Inc.'s principal executive offices are located at 600 LEXINGTON AVE., FLOOR 2, NEW YORK NY 10022.

Filing Stats: 1,293 words · 5 min read · ~4 pages · Grade level 13.5 · Accepted 2026-03-30 07:35:37

Key Financial Figures

Filing Documents

From the Filing

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 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 indep endent 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 trans

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing