UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | |