ProCap Financial任命新董事後獲納斯達克確認合規 退市風險解除

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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 21, 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)

  
 (I.R.S.
 Employer

 Identification
 No.)

 
 

600
Lexington Avenue, Floor 2

New
York, New York 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))

 
 

Securities
registered pursuant to Section 12(b) of the Act:

 

 
 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
8.01. Other Events.

 

As
previously disclosed, on January 26, 2026, ProCap Financial, Inc. (the “Company”) received a deficiency letter from the Listing
Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was
not in compliance with the independent director and audit committee requirements for continued listing on the Nasdaq Global Market set
forth in Nasdaq Listing Rules 5605(c)(2)(A) and 5605(b)(1), respectively (the “Rules”), as disclosed in the Company’s
Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 23, 2026.

 

On
July 16, 2026, the Company filed a Current Report on Form 8-K with the SEC disclosing the appointment of Benjamin Buchanan to the Company’s
Board of Directors and its audit committee.

 

On
July 21, 2026, the Company received a letter from the Staff advising that, based on the information regarding the appointment of Mr.
Buchanan to the Company’s Board of Directors and audit committee as detailed in the Company’s Current Report on Form 8-K
filed July 16, 2026, the Staff has determined that the Company complies with the Rules and that the matter is now closed.

 

Item
9.01. Financial Statements and Exhibits.

 

(d)
Exhibits.

 

 
 Exhibit
 Number
  
 Description
 of Exhibit

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

 
 

  

  

 

 

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 FINANCIAL, INC.

 
  
  
  

 
 Date:
 July 21, 2026
 By:
 /s/
 Anthony Pompliano

 
  
 Name:
 Anthony
 Pompliano

 
  
 Title:
 Chief
 Executive Officer