ProCap Financial委任Benjamin Buchanan為獨立董事 改善管治合規

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UNITED
STATES

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): July 15, 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)

  
 (IRS
 Employer

 Identification
 No.)

 
 

600
Lexington Avenue, Floor 2, New York, NY 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))

 

 
 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers

 

On
July 15, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of ProCap Financial, Inc. (the “Company”)
elected Benjamin Buchanan (“Buchanan”) as an independent director of the Company, effective as of the Effective Date. He
is 40 years old.

 

Since
January 2025, Mr. Buchanan has served as the Chief Executive Officer of All Current, a provider of electrical solutions. From September
2019 to July 2022, Mr. Buchanan served as Chief Financial Officer for LindFast Solutions Group, the leading master distributor of fasteners
in North America. Mr. Buchanan then served as Executive Vice President and Chief Operating Officer of LindFast Solutions Group from July
2022 to October 2024. Prior to his time at LindFast Solutions Group, Mr. Buchanan served as the Chief Financial Officer of US Greenfiber,
a cellulose insulation manufacturer, from July 2018 to August 2019. Additionally, Mr. Buchanan has served on the board of directors of
Argus Monitoring Solutions since February 2022. Mr. Buchanan earned a degree in Economics from Samford University and an MBA from the
University of Kentucky. We believe Mr. Buchanan is well qualified to serve as a member of our board of directors due to his extensive
strategic, operational and broad business experience.

 

The
Board has determined that Buchanan satisfies the independence standards set forth in Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under
the Securities Exchange Act of 1934, as amended.

 

Buchanan
has been appointed to serve on the following committees of the Board: the Audit Committee, Compensation Committee, and Nomination and
Governance Committee. Buchanan’s appointment to the Audit Committee restores the Audit Committee to three members and brings the
Company into compliance with the requirements of Nasdaq Listing Rule 5605(c)(2)(A). Buchanan’s appointment also restores a majority
of independent directors on the Board, bringing the Company into compliance with the requirements of Nasdaq Listing Rule 5605(b).

 

There
are no arrangements or understandings between Buchanan and any other persons pursuant to which Buchanan was selected as a director. There
are no family relationships between Buchanan and any director or executive officer of the Company. There are no transactions in which
Buchanan has an interest requiring disclosure under Item 404(a) of Regulation S-K (17 CFR 229.404(a)).

 

Buchanan
will participate in the Company’s standard non-employee director compensation program, the terms of which were previously disclosed
in the Company’s most recent proxy statement filed with the SEC on March 2, 2026. Mr. Buchanon’s compensation will be prorated
to reflect the commencement date of his Board service.

 

Item
9.01 Financial Statements and Exhibits

 

The
following exhibits are filed as part of this Current Report on Form 8-K.

 

(d)
Exhibits.

 

 
 Exhibit
 No.
  
 Description

 
 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document)

 
 

  

  

 

 

SIGNATURES

 

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
 Financial, Inc.

 
  
  
  

 
 Date:
 July
 16, 2026
 By:
 /s/
 Kyle Wood

 
  
  
 Name:
 Kyle Wood

 
  
  
 Title:
 Chief Legal Officer