Form 8-A12B ProCap Financial, Inc.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

ProCap Financial, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware		39-2767031
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

600 Lexington Avenue, Floor 2 New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

 

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

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Common stock, par value $0.001 per share		The Nasdaq Stock Market LLC
Warrants to purchase one share of Common Stock		The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-288767

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

ProCap Financial, Inc., a Delaware corporation (the “Company”), hereby incorporates by reference herein the description of its common stock, par value $0.001 per share (the “Common Stock”) and the public warrants, where each whole warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share (the “Warrants”), to be registered hereunder, set forth under the heading “Description of Pubco Securities” in the Company’s prospectus constituting part of the Registration Statement on Form S-4 (File No. 333-290365) of the Company, initially filed on September 18, 2025 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, as thereafter amended and supplemented. The description of the Common Stock included in any form of prospectus subsequently filed by the Company pursuant to Rule 424(b) under the Securities Act with the Commission shall be deemed to be incorporated by reference herein.

 

Item 2. Exhibits.

 

Pursuant to the instructions as to exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Company are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

	ProCap Financial, Inc.
Date: December 5, 2025	By:	/s/ Anthony Pompliano
	Name:	Anthony Pompliano
	Title:	Chief Executive Officer

 

 

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