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 March 19, 2025

Anthony Pompliano
Chief Executive Officer
ProCap Acquisition Corp
600 Lexington Ave, Floor 2
New York, NY 10022

 Re: ProCap Acquisition Corp
 Draft Registration Statement on Form S-1
 Submitted February 20, 2025
 CIK No. 0002056634
Dear Anthony Pompliano:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted on February 20, 2025
Cover Page

1. We note disclosures on page 102 and elsewhere that if you increase or
decrease the
 size of the offering, you will effect a share capitalization or a share
repurchase or
 redemption or other appropriate mechanism, as applicable with respect to
your Class
 B shares in such amount so that the founder shares will continue to
represent 20% of
 your issued and outstanding ordinary shares upon consummation of the
offering.
 Please discuss these provisions on the cover page and in the discussions
of securities
 that may become issuable to the sponsor in the sections entitled
"Sponsor
 Information" on page 10 and "Our Sponsor" on page 106.
 March 19, 2025
Page 2
Sponsor Information, page 4

2. We note that members of your management team own, directly or
indirectly,
 membership interests in the sponsor. Please revise to disclose the
persons who have
 direct and indirect material interest in the SPAC sponsor, as well as
the nature and
 amount of their interests. Refer to Item 1603(a)(7) of Regulation S-K.
Risk Factors
If we are deemed to be an investment company . . . , page 54

3. We note statements such as "[b]y restricting the investment of proceeds
to these
 instruments" you intend to avoid being deemed an investment company, and
that you
 do not believe your anticipated principal activities will subject you to
the investment
 Company Act under the applicable laws and regulations. These statements
suggest
 that by investing funds in U.S. government securities or money market
funds meeting
 the conditions of Rule 2a-7 of the Investment Company Act, you will
avoid being
 deemed to be an investment company. Please revise to clarify that you
may be
 deemed to be an investment company at any time, notwithstanding your
investment in
 these securities.

 Please contact Howard Efron at 202-551-3439 or Shannon Menjivar at
202-551-3856
if you have questions regarding comments on the financial statements and
related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at
202-551-
2544 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Anne G. Peetz
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