UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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).
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Item 8.01. Other Events.
On May 22, 2025, ProCap Acquisition Corp (the “Company”) consummated its initial public offering (“IPO”) of 25,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the partial exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000.
Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 430,000 units (the “Private Placement Units”) to the Company’s sponsor, ProCap Acquisition
Sponsor, LLC at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,300,000.
A total of $250,000,000, comprised of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes $11,250,000 of the Underwriter’s deferred discount), was placed in a U.S.-based trust account maintained by Odyssey Transfer and Trust Company, acting as trustee.
An audited balance sheet as of May 22, 2025 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of May 22, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
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 ACQUISITION CORP | ||
| By: | /s/ Anthony J. Pompliano | |
| Name: | Anthony J. Pompliano | |
| Title: | Chief Executive Officer | |
| Dated: May 29, 2025 | ||
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