SecProbe.io

September 30, 2025
Anthony Pompliano
Chief Executive Officer
ProCap Financial, Inc.
ProCap BTC, LLC
600 Lexington Avenue, Floor 2
New York, NY 10022
Re:ProCap Financial, Inc.
Registration Statement on Form S-4
Filed September 18, 2025
File No. 333-2903653
Dear Anthony Pompliano:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 11, 2025
letter.
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
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 1.

September 30, 2025
Page 2
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.
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.
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

September 30, 2025
Page 3
            Please contact David Irving at 202-551-3321 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the financial statements and related
matters. Please contact Sonia Bednarowski at 202-551-3666 or Irene Paik at 202-551-6553
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Katherine Geddes