ProCap Financial Inc. 美股招股说明书（2026年6月30日版）

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 Annual Report on Form 10-Q that was filed with the Securities and ExchangeCommission on May 14, 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(“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 the 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 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 March 3, 2026, the closing price of our Common Stock was $2.95 and the 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 June 29, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 10-Q Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 13, 2026, there were 90,573,524 shares of common stock, par value $0.001 per share, of the registrant issued andoutstanding. PROCAP FINANCIAL, INC.CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2026CASH FLOWS FROM OPERATING ACTIVITIESNet loss$(107,759)Adjustments to reconcile net loss to net cash used in operations: Change in fair value of digital assets Realized loss on put option liability Amortization of right-of-use asset Change in fair value of Convertible Notes conversion feature(838)Stock based compensation3,540 PROCAP FINANCIAL, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1. Organization Founded in 2025, ProCap Financial, Inc., together with its subsidiaries (collectively, the “Company” or “ProCap”), is a U.S.-basedmodern finance company. The Company’s mission is to help independent investors make money. The Company initially launched with ProCap believes that Bitcoin represents a superior long-term store of value and