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CORRESP Filing

ProCap Acquisition Corp
Date: May 15, 2025 · CIK: 0002056634 · Accession: 0001213900-25-044567

Offering / Registration Process

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File numbers found in text: 333-286876

Date
May 15, 2025
Author
BTIG, LLC
Form
CORRESP
Company
ProCap Acquisition Corp

Letter

May 15, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, DC 20549

Attention: Pearlyne Paulemon

Jeffrey Gabor

Re: ProCap Acquisition Corp

Registration Statement on Form S-1

Filed April 30, 2025, as amended

File No. 333-286876

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR on May 13, 2025, in which we, as representative of the several underwriters of ProCap Acquisition Corp's proposed public offering, joined ProCap Acquisition Corp's request for acceleration of the effective date of the above-referenced registration statement on Form S-1 (the " Registration Statement ") for Thursday, May 15, 2025, at 4:30 p.m. Eastern Time (the " Effective Date "), in accordance with Rule 461 under the Securities Act of 1933, as amended. ProCap Acquisition Corp is no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the Effective Date.

Please contact our counsel, Christian O. Nagler of Kirkland & Ellis at Christian.Nagler@kirkland.com or by telephone at (212) 446-4660 with any questions.

[ signature page follows ]

Sincerely yours,
BTIG, LLC

Show Raw Text
CORRESP
 1
 filename1.htm

 May 15, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Pearlyne Paulemon

 Jeffrey Gabor

 Re:
 ProCap Acquisition Corp

 Registration Statement on Form S-1

 Filed April 30, 2025, as amended

 File No. 333-286876

 Ladies and Gentlemen:

 Reference is made to our letter,
filed as correspondence via EDGAR on May 13, 2025, in which we, as representative of the several underwriters of ProCap Acquisition Corp's
proposed public offering, joined ProCap Acquisition Corp's request for acceleration of the effective date of the above-referenced
registration statement on Form S-1 (the " Registration Statement ") for Thursday, May 15, 2025, at 4:30 p.m. Eastern
Time (the " Effective Date "), in accordance with Rule 461 under the Securities Act of 1933, as amended. ProCap Acquisition
Corp is no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our
request for acceleration of the Effective Date.

 Please contact our counsel, Christian O. Nagler
of Kirkland & Ellis at Christian.Nagler@kirkland.com or by telephone at (212) 446-4660 with any questions.

 [ signature page follows ]

 Sincerely yours,

 BTIG, LLC

 By:
 /s/ Paul Wood

 Name:
 Paul Wood

 Title:
 Managing Director, Co-Head of SPAC Investment Banking

 cc: Anne Peetz, Reed Smith LLP

 Christian O. Nagler, Kirkland & Ellis LLP

 [ signature page to withdrawal of acceleration
request ]