SecProbe.io

CORRESP
 1
 filename1.htm

 PROCAP ACQUISITION CORP

 600 Lexington Ave, Floor 2

 New York, New York 10022

 May 16, 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:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, ProCap Acquisition Corp hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. ET on May 20, 2025, or as soon as thereafter practicable.

 Sincerely,

 /s/ Anthony J. Pompliano

 Anthony J. Pompliano
 Chief Executive Officer

 ProCap Acquisition Corp

 cc: Anne Peetz, Reed Smith LLP

CORRESP
 1
 filename1.htm

 May 16, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Real Estate & Construction

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 ProCap Acquisition Corp

 Registration Statement on Form S-1

 File No. 333-286876

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"),
BTIG, LLC, as the representative of the underwriters of the offering, hereby joins the request of the Company that the effective date
of the above-captioned Registration Statement be accelerated so as to permit it to become effective on May 20, 2025 at 4:00 p.m., Eastern
time, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through May 16, 2025, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to
participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus dated
April 30, 2025, as amended, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 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

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 ProCap
Acquisition Corp's (" we " or " our ") letter, filed as correspondence via EDGAR on May 13, 2025,
in which we requested the acceleration of the effective date of the above-captioned 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. We are 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,
Anne Peetz, Esq. of Reed Smith LLP at apeetz@reedsmith.com or by telephone at (713) 469-3853 with any questions.

 Sincerely,

 /s/ Anthony J. Pompliano

 Anthony J. Pompliano
 Chief Operating Officer

 ProCap Acquisition Corp

 cc: Anne Peetz, Reed Smith LLP

 [ Signature Page to Withdrawal of Acceleration
Request ]

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 ]

CORRESP
 1
 filename1.htm

 PROCAP ACQUISITION CORP

 600 Lexington Ave, Floor 2

 New York, New York 10022

 May 13, 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:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, ProCap Acquisition Corp hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. ET on May 15, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Anthony J. Pompliano

 Anthony J. Pompliano

 Chief Executive Officer

 cc: Reed Smith LLP

CORRESP
 1
 filename1.htm

 May 13, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549

 Re:
 ProCap Acquisition Corp

 Registration Statement on Form S-1

 File No. 333-286876

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of ProCap Acquisition Corp
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m.
ET on May 15, 2025, or as soon as thereafter practicable.

 Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or
dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

 [ signature page follows ]

 Very truly yours,

 BTIG, LLC

 By:
 /s/ Paul Wood

 Name:
 Paul Wood

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

 [Signature page to Underwriter's Acceleration
Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>