ProCap Financial Inc美股招股说明书(2026-03-04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 may besupplemented 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 Annual Report on Form 10-K that was filed with the Securities and Exchange Commission onFebruary 18, 2026 (the “Annual Report”). Accordingly, we have attached the Annual 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 (“CommonStock”), 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 thisprospectus (each a “Selling Securityholder” and, collectively, the “Selling Securityholders”), (ii) the resale of up to 18,071,500 shares ofCommon Stock issuable upon conversion of the Convertible Notes (as defined below) by the Selling Securityholders, and (iii) the issuance bythe Company of up to 12,852,500 shares of Common Stock that are issuable upon the exercise of 12,852,500 warrants, including 12,500,000public 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 theProspectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus. Thisprospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus. If there is anyinconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectussupplement. 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 CapitalMarket under the symbol “BRRWW.” On March 3, 2026, the closing price of our Common Stock was $2.95 and the closing price for ourWarrants 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 reducedpublic company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growthcompany. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in thesection titled “Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in any amendments or supplements tothe Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities, 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 March 3, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (MARK ONE) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 For the transition period from toCommission file number: 001-42995 PROCAP FINANCIAL, INC.(Exact Name of Registrant as Specified in Its Charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act