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CORRESP
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 filename1.htm

 PROCAP
FINANCIAL, INC.

 600
Lexington Avenue, Floor 2

 New
York, NY 10022

 VIA
EDGAR

 October 20,
2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 Washington, D.C. 20549

 Attn: Sonia Bednarowski

 Irene Paik

 Re:
 ProCap
 Financial, Inc.
 Registration Statement on Form S-4
 Filed
 September 18, 2025

 File
No. 333-2903653

 Dear
Staff:

 On
behalf of ProCap Financial, Inc. (the " Company ," " we ," " our " or
" us "), we are writing to submit the Company's response to the comment letter received from the staff (the
" Staff ") of the United States Securities and Exchange Commission (the " Commission ") dated
September 30, 2025 (the " Comment Letter "), regarding the Company's Registration Statement on Form S-4 filed
with the Commission on September 18, 2025 (the " Registration Statement "). Concurrently with the transmission of
this letter, we are filing Amendment No. 1 to the Registration Statement (the " Amended Registration Statement ")
with the Commission through EDGAR, which includes changes intended to respond to certain comments included in the Comment
Letter.

 For
the Staff's convenience, we have repeated below each of the Staff's comments in bold, and have followed each comment
with the Company's response. All page references in the responses set forth below refer to page numbers in the
Amended Registration Statement. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the
Amended Registration Statement.

 Registration
Statement on Form S-4

 Risk
Factors

 Pubco
will be highly depend on the services of Anthony Pompliano, who will be our Chief

 Executive
Officer, page 96

 1. We
 note your disclosure that Pubco will be highly dependent on the services of Anthony Pompliano
 and that he will spend a substantial portion of his business time and attention on Pubco,
 but that he does not devote his full time and attention to Pubco. We also note your disclosure
 that Anthony Pompliano is the founder and Chief Executive Officer of Professional Capital
 Management. Please clarify how much of Anthony Pompliano's services will be provided through
 the Services Agreement with Professional Capital Management as opposed to his role as the
 Chief Executive Officer of Pubco. Please also factor into the discussion the term of the
 Services Agreement and the scope of his non-compete agreement, which is limited to becoming
 a Control Person of a public company with a Bitcoin treasury strategy focus until the earlier
 of (i) eighteen months after Closing and (ii) six months after he ceases to be a Control
 Person of ProCap or Pubco. To the extent that there is a risk that there will be conflicts
 of interest given his various roles and the terms of negotiated agreements, please clearly
 identify them and discuss any material impacts to the company.

 Response :
In response to the Staff's comment, the Company has revised the disclosure on the cover page and pages 97-98 of the Amended
Registration Statement.

 Information
Related to ProCap

 Media
Products, page 249

 2. We
 note your revised disclosure in response to prior comment 7 on pages 249 and 250 that you
 have entered into non-exclusive agreements to advertise certain Bitcoin related products
 and services of third parties on your audio podcasts and video podcasts broadcasted on our
 YouTube channel and X account in exchange for fees. Please revise to disclose (i) the number
 of advertisers you have contracted with, (ii) the range of terms of these agreements and
 (iii) the aggregate revenues you have earned to date and expect to earn going forward pursuant
 to such current advertising services contracts. In addition, you state that the fee may be
 paid in a combination of fiat, Bitcoin, stablecoins or other crypto assets. Please revise
 to disclose whether you intend to hold such stablecoins or other crypto assets or whether
 you intend to exchange these for fiat currency or Bitcoin. In addition, please identify the
 stablecoins and other crypto assets you accept as payment for fees and whether any of your
 current customers have paid or intend to pay their fees using stablecoins or crypto assets,
 and, if so, please identify the crypto assets they have used or intend to use and how the
 crypto assets were valued or will be valued. Also you state that you launched your media
 products in September of 2025. Please revise your disclosure to identify (i) your podcasts
 and how they can be accessed, (ii) your YouTube Channel, (iii) your social media accounts
 and the platforms on which they are located and (iv) the name of your Substack Newsletter.

 Response :
In response to the Staff's comment, the Company has revised the disclosure on page 251 of the Amended Registration
Statement.

 Index
to Financial Statements, page F-1

 3. We
 note the reference in Exhibit 23.1 to your audited financial statements of Columbus Circle
 Capital Corp I for the period from June 25, 2024 (inception) through December 31, 2024 and
 the audit report dated May 8, 2025. Please revise your next amendment to include these financial
 statements and audit report.

 Response :
In response to the Staff's comment, the Company has revised the disclosure on page F-1 of the Amended Registration
Statement.

 ***************

 2

 We
thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Katherine
E. Geddes, Esq. of Reed Smith LLP at kgeddes@reedsmith.com or by telephone at (469) 680-4249.

 Sincerely,

 /s/ Anthony Pompliano

 Anthony Pompliano
Chief Executive Officer

 ProCap Financial, Inc.

 cc:

 Joshua
N. Englard, Esq.

 Ellenoff
Grossman & Schole LLP

 Gary
Quin

 Columbus
Circle Capital Corp I

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