ProCap Financial Inc美股招股说明书(2026-02-09版)

20,100,833 Shares of Common Stock18,071,500 Shares of Common Stock Issuable Upon Conversion of the Convertible Notes12,852,500 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 maybe supplemented or amended from time to time, the “Prospectus”), which forms part of our registration statement on Form S-1 (FileNo. 333-292590) with the information contained in our Current Report on Form 8-K that was filed with the Securities and ExchangeCommission on January 23, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectussupplement. 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 sellingsecurityholders named in this prospectus (each a “Selling Securityholder” and, collectively, the “Selling Securityholders”), (ii) theresale of up to 18,071,500 shares of Common Stock issuable upon conversion of the Convertible Notes (as defined below) by theSelling Securityholders, and (iii) the issuance by the Company of up to 12,852,500 shares of Common Stock that are issuable upon theexercise 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 byreference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the informationcontained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except inconnection with, the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectussupplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but notdefined 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 theNasdaq Capital Market under the symbol “BRRWW.” On February 9, 2026, the closing price of our Common Stock was $2.42 and theclosing price for our Warrants was $0.47. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply withreduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is anemerging growth company. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedin the section titled “Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in any amendments orsupplements to the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities, or passed upon the accuracy or adequacy of the prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is February 9, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2026 PROCAP FINANCIAL, INC.(Exact name of registrant as specified in its charter) 10022(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 Registrantunder 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: 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13