SecProbe.io

CORRESP
 1
 filename1.htm

 ProCap
Financial, Inc.

 600
Lexington Avenue, Floor 2

 New
York, NY 10022

 January
15, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Crypto Assets

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
 David
 Gessert

 Re:
 ProCap
 Financial, Inc.

 Registration
 Statement on Form S-1

 Filed
 January 6, 2026

 File
 No. 333-292590

 Dear
Mr. Gessert:

 In
accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, ProCap Financial, Inc. (the
" Company ") hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated
so that the Registration Statement will become effective on January 20, 2026 at 4:00 p.m. Eastern Time, or as soon thereafter as
practicable. The Company hereby authorizes Katherine E. Geddes of Reed Smith LLP to orally modify or withdraw this request for
acceleration. As of the date above, there is no managing or principal underwriter for any of the Company's securities that may
be offered pursuant to the Registration Statement. Future managing or principal underwriters, if any, will be identified in a
prospectus supplement to the Registration Statement at the time of offering.

 Please
contact Katherine E. Geddes of Reed Smith at (469) 680-4249 to provide notice of the effectiveness of the Registration Statement.

 Sincerely,

 PROCAP FINANCIAL, INC.

 By:
 /s/
 Anthony Pompliano

 Name:
 Anthony Pompliano

 Title:
 Chief Executive Officer

 cc:
 Katherine
 E. Geddes, Reed Smith LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 13, 2026

Anthony Pompliano
Chief Executive Officer
ProCap Financial, Inc.
600 Lexington Avenue , Floor 2
New York, NY 10022

 Re: ProCap Financial, Inc.
 Registration Statement on Form S-1
 Filed January 6, 2026
 File No. 333-292590
Dear Anthony Pompliano:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact David Gessert at 202-551-2326 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Katherine E. Geddes, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 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

 3

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

CORRESP
1
filename1.htm

PROCAP FINANCIAL, INC.

600 Lexington Avenue, Floor 2

New York, NY 10022

VIA EDGAR

September 18, 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.

    Amendment No. 1 to Draft Registration Statement
    on Form S-4

    Submitted August 28, 2025

CIK No. 0002076163

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 11, 2025 (the “Comment Letter”),
regarding Amendment No. 1 to the Company’s Draft Registration Statement on Form S-4 confidentially submitted to the Commission on
August 28, 2025 (CIK No. 0002076163) (the “Draft Registration Statement”). Concurrently with the transmission of this
letter, we are publicly filing the Company's Registration Statement on Form S-4 (“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 Registration Statement. Capitalized terms used
but not defined herein have the meanings ascribed to such terms in the Registration Statement.

Amendment No. 1 to Draft Registration Statement
on Form S-4

Summary of the Proxy Statement/Prospectus

The Business Combination

Ancillary Documents

Convertible Note Subscription Agreements, page
40

 1. We note your revised disclosure in response to prior comment 13 that Pubco expects that 100% of the
collateral will be held in Bitcoin. Please revise to disclose the percentage of Pubco's Bitcoin holdings that will be used as collateral
for the Convertible Notes. In addition, your disclosure that Pubco expects that 100% of the collateral for the Convertible Notes will
be held in Bitcoin appears to be inconsistent with your disclosure on page 117 that "[t]he Convertible Notes will be secured by a
substantial portion of Pubco’s assets, including cash, cash equivalents and certain Bitcoin assets." Please revise for clarity
and consistency. In addition, please file the Indenture and Collateral Agreement as exhibits to the registration statement.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on the cover page and pages 40, 121, 188, 219, 225 and 245 of the Registration
Statement. The Company has filed with the Registration Statement the forms of Indenture and Collateral Agreement as Exhibits 4.6 and 10.21,
respectively.

Risks Factors

Risks Related to the Business and Bitcoin Treasury
Strategy of Pubco

Bitcoin and other digital assets are novel
assets, page 73

 2. Refer to your response to prior comment 21. Please revise this risk factor to update your disclosure
regarding the litigation with Binance and Coinbase.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 75 of the Registration Statement.

Risks Related to Being a Public Company

The Pubco Charter will designate the Court
of Chancery of the State of Delaware, page 91

 3. We note your revised disclosure on pages 91 and 92 in response to prior comment 20. Please revise your
risk factor to clarify that PubCo's exclusive forum provision does not apply to a complaint asserting a cause of action arising under
the Exchange Act or the rules and regulations promulgated thereunder.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 95 of the Registration Statement.

Extraordinary General Meeting of CCCM Shareholders

Proposal 3: The Business Combination Proposal

Background of the Business Combination, page
143

 4. Refer to your response to prior comment 26. Please disclose the negotiations that led to the adoption
of the First Amendment to the Business Combination Agreement on July 28, 2025 that provides that 15% of the Adjustment Shares, which were
originally to be delivered to the holder of the ProCap Common Units, be reallocated to non- redeeming Public Shareholders of CCCM so that
investors understand which party suggested the amendment and the reasons for the amendment.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 153 of the Registration Statement.

Proposal 5: The Organizational Documents Proposal

Required Vote and Recommendation of the CCCM
Board, page 189

 5. We note your response to prior comment 33 that you revised the disclosure on page 189 to include the
full text of each of the separate proposals constituting the Organization Documents Proposal, but the full text of the resolution continues
to provide a single vote instead of separate votes for each material change to the Organizational Documents. Please revise to provide
separate votes for Proposals 5(A), 5(B), and 5(C).

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 194 of the Registration Statement.

    1

Unaudited Pro Forma Condensed Combined Financial
Information

Notes to Unaudited Pro Forma Condensed Combined
Financial Statements

Note 4 - Adjustments to Unaudited Pro Forma
Condensed Combined Balance Sheet as of June 30, 2025, page 222

 6. We note your response to prior comment 16 and the disclosure in Adjustment A of a $70.2 million fair
value of the embedded derivative for the conversion option. Please address the following:

 ● Revise your footnote disclosure to indicate how you valued the embedded
derivative for the conversion option.

 ● Revise Adjustment A on your pro forma balance sheet to reflect this derivative
and associated debt discount as it appears that only the original issuance discount of $7.05 million is reflected. Otherwise tell us how
you reflected the embedded derivative in your pro forma balance sheet.

 ● Revise Adjustment BB to include amortization of the debt discount associated
with the embedded derivative as well as that associated with the original issuance discount and the deferred debt issuance costs.

 ● As you have determined that the embedded derivative should be bifurcated
from the host contract, revise your risk factor at the bottom of page 118 to remove the indication that you "may be required to separately
account for the liability and equity components of the Convertible Notes."

Response: In response to the
Staff’s comment, the Company has revised the disclosure in the following manner:

 ● The method used to value the embedded derivative was added to the disclosure
on page 227 of the Registration Statement for Adjustment A

 ● Adjustment A was revised on page 222 of the Registration Statement
in the pro forma balance sheet to present the embedded derivative liability with the offsetting entry recorded to the note discount.

 ● Adjustment BB was revised on page 223 of the Registration Statement
to include the amortization of the derivative liability.

 ● The risk factor on page 122 of the Registration Statement was revised
accordingly.

Information Related to ProCap

Media Products, page 244

 7. We note your revised disclosure in response to prior comment 36. Please tell us, with a view towards
revised disclosure, why the launch of your media products will not generate any upfront cost or result in the use of capital. In addition,
please revise to disclose your plans related to your podcasts, YouTube Channel, social media accounts and Substack newsletters, including
how often you plan to record and release your podcasts and how often you plan to release and/or publish new material on your YouTube Channel,
social media accounts and Substack newsletter, the costs associated with creating content for your media products, and the sources of
capital to do so. In addition, we note that you have entered into non-exclusive agreements to advertise certain Bitcoin-related products
and services of third parties on your podcasts, podcasts broadcast on your Youtube channel, and on your X account. Please revise to disclose
the material terms of these agreements, including fee arrangements, typical terms of the agreements and your obligations related to these
agreements so that investors understand how you intend to earn advertising revenue on your media products.

Response: In response to the Staff’s comment, the Company has revised the
disclosure on pages 249-250 of the Registration Statement.

    2

Bitcoin Treasury Strategy, page 245

 8. We note your revised disclosure on page 246 in response to prior comment 42. Please revise to disclose
the material terms of your agreement with AI, Ltd. so that investors understand how AI, Ltd. facilitates your Bitcoin purchases.

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

Custody of ProCap's Bitcoin, page 251

 9. We note your revised disclosure in response to prior comment 44. Please revise to provide quantitative
disclosure regarding the insurance coverage of your custodied assets pursuant to your Custody Agreement with Anchorage.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 257 of the Registration Statement.

Financial Statements of ProCap BTC, LLC

Notes to Financial Statements

Note 3. Summary of Significant Accounting Policies

Digital assets, page F-31

 10. We acknowledge your revised disclosure in response to prior comment 46. Please tell us why purchases
of Bitcoin for cash are initially recorded at fair value instead of acquisition price plus transaction costs consistent with the guidance
in ASC 350-30- 30-1 and ASC 805-50-30-1. Otherwise, revise your disclosure to differentiate between the initial measurement for digital
assets purchased for cash and those received in exchange for other assets or equity contributions.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page F-31 of the Registration Statement.

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

    3

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

cc:

Ellenoff Grossman & Schole LLP

Columbus Circle Capital Corp I

4

September 11, 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.
Amendment No. 1 to Draft Registration Statement on Form S-4
Submitted August 28, 2025
CIK No. 0002076163
Dear Anthony Pompliano:
            We have reviewed your amended 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 and non-public draft submissions 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. Unless we note otherwise, any references to prior comments are to comments in
our August 20, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
The Business Combination
Ancillary Documents
Convertible Note Subscription Agreements, page 40
We note your revised disclosure in response to prior comment 13 that Pubco expects
that 100% of the collateral will be held in Bitcoin. Please revise to disclose the
percentage of Pubco's Bitcoin holdings that will be used as collateral for the
Convertible Notes. In addition, your disclosure that Pubco expects that 100% of the 1.

September 11, 2025
Page 2
collateral for the Convertible Notes will be held in Bitcoin appears to be inconsistent
with your disclosure on page 117 that "[t]he Convertible Notes will be secured by a
substantial portion of Pubco’s assets, including cash, cash equivalents and certain
Bitcoin assets." Please revise for clarity and consistency. In addition, please file the
Indenture and Collateral Agreement as exhibits to the registration statement.
Risks Factors
Risks Related to the Business and Bitcoin Treasury Strategy of Pubco
Bitcoin and other digital assets are novel assets, page 73
2.Refer to your response to prior comment 21. Please revise this risk factor to update
your disclosure regarding the litigation with Binance and Coinbase.
Risks Related to Being a Public Company
The Pubco Charter will designate the Court of Chancery of the State of Delaware, page 91
3.We note your revised disclosure on pages 91 and 92 in response to prior comment 20.
Please revise your risk factor to clarify that PubCo's exclusive forum provision does
not apply to a complaint asserting a cause of action arising under the Exchange Act or
the rules and regulations promulgated thereunder.
Extraordinary General Meeting of CCCM Shareholders
Proposal 3: The Business Combination Proposal
Background of the Business Combination, page 143
4.Refer to your response to prior comment 26. Please disclose the negotiations that led
to the adoption of the First Amendment to the Business Combination Agreement on
July 28, 2025 that provides that 15% of the Adjustment Shares, which were originally
to be delivered to the holder of the ProCap Common Units, be reallocated to non-
redeeming Public Shareholders of CCCM so that investors understand which party
suggested the amendment and the reasons for the amendment.
Proposal 5: The Organizational Documents Proposal
Required Vote and Recommendation of the CCCM Board, page 189
5.We note your response to prior comment 33 that you revised the disclosure on page
189 to include the full text of each of the separate proposals constituting the
Organization Documents Proposal, but the full text of the resolution continues to
provide a single vote instead of separate votes for each material change to the
Organizational Documents. Please revise to provide separate votes for Proposals
5(A), 5(B), and 5(C).

September 11, 2025
Page 3
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
June 30, 2025, page 222
6.We note your response to prior comment 16 and the disclosure in Adjustment A of a
$70.2 million fair value of the embedded derivative for the conversion option. Please
address the following:
•Revise your footnote disclosure to indicate how you valued the embedded
derivative for the conversion option.
•Revise Adjustment A on your pro forma balance sheet to reflect this derivative
and associated debt discount as it appears that only the original issuance discount
of $7.05 million is reflected. Otherwise tell us how you reflected the embedded
derivative in your pro forma balance sheet.
•Revise Adjustment BB to include amortization of the debt discount associated
with the embedded derivative as well as that associated with the original issuance
discount and the deferred debt issuance costs.
•As you have determined that the embedded derivative should be bifurcated from
the host contract, revise your risk factor at the bottom of page 118 to remove the
indication that you "may be required to separately account for the  liability and
equity components of the Convertible Notes."
Information Related to ProCap
Media Products, page 244
7.We note your revised disclosure in response to prior comment 36. Please tell us, with
a view towards revised disclosure, why the launch of your media products will not
generate any upfront cost or result in the use of capital. In addition, please revise to
disclose your plans related to your podcasts, YouTube Channel, social media accounts
and Substack newsletters, including how often you plan to record and release your
podcasts and how often you plan to release and/or publish new material on your
YouTube Channel, social media accounts and Substack newsletter, the costs
associated with creating content for your media products, and the sources of capital to
do so. In addition, we note that you have entered into non-exclusive agreements to
advertise certain Bitcoin-related products and services of third parties on your
podcasts, podcasts broadcast on your Youtube channel, and on your X account. Please
revise to disclose the material terms of these agreements, including fee arrangements,
typical terms of the agreements and your obligations related to these agreements so
that investors understand how you intend to earn advertising revenue on your media
products.
Bitcoin Treasury Strategy, page 245
8.We note your revised disclosure on page 246 in response to prior comment 42. Please
revise to disclose the material terms of your agreement with AI, Ltd. so that investors
understand how AI, Ltd. facilitates your Bitcoin purchases.

September 11, 2025
Page 4
Custody of ProCap's Bitcoin, page 251
9.We note your revised disclosure in response to prior comment 44. Please revise to
provide quantitative disclosure regarding the insurance coverage of your custodied
assets pursuant to your Custody Agreement with Anchorage.
Financial Statements of ProCap BTC, LLC
Notes to Financial Statements
Note 3. Summary of Significant Accounting Policies
Digital assets, page F-31
10.We acknowledge your revised disclosure in response to prior comment 46. Please tell
us why purchases of Bitcoin for cash are initially recorded at fair value instead of
acquisition price plus transaction costs consistent with the guidance in ASC 350-30-
30-1 and ASC 805-50-30-1. Otherwise, revise your disclosure to differentiate between
the initial measurement for digital assets purchased for cash and those received in
exchange for other assets or equity contributions.
            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

August 20, 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.
Draft Registration Statement on Form S-4
Submitted July 24, 2025
CIK No. 0002076163
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 and non-public draft submission 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-4
General
1.Please revise to include a separate proposal for the approval of CCCM's revised
organizational documents that will be effective upon registration of CCCM as a
Delaware corporation.
Cover Page
Please revise to disclose here, in the Notice of Extraordinary General Meeting of
Shareholders, and on page 118 (i) the number of shares of Pubco Stock offered in
connection with the Business Combination, (ii) the price per share of the Pubco Stock,
(iii) the value of the consideration that the Sponsor, the Public Shareholders, and the 2.

August 20, 2025
Page 2
Seller are receiving in connection with the Business Combination and (iv) the
aggregate value of the consideration that the Sellers are receiving.
3.Please revise to disclose the ownership percentage of Pubco Stock by the Private
Placement Agents, the Preferred Equity Investors, the Convertible Note Investors, and
the directors and officers of CCCM.
Notice of Extraordinary General Meeting of Shareholders, page i
4.Please revise the Notice of Extraordinary General Meeting of Shareholders to list out
each separate proposal that the CCCM Shareholders will consider and vote upon
pursuant to the Organizational Documents Proposal.
Questions and Answers About the Proposals, page 15
5.Please revise to add disclosure regarding the impact of the Domestication and the
Business Combination for the CCCM Warrants.
6.Please add disclosure regarding the Outside Date of the Business Combination
Agreement so that investors understand the date by which the Business Combination
must be consummated even if CCCM's Combination Period is extended.
Q: What equity stake will current Public Shareholders, the Preferred Equity Investors, the
Sponsor, Professional Capital Management..., page 19
7.Your disclosure on page 21 that CCCM issued the Public Shares in the CCCM IPO at
$10.00 per share appears to be inconsistent with the IPO Prospectus in which CCCM
offered public units, each of which consisted of one Class A Ordinary Share and one-
half of one redeemable warrant, for $10.00 per Public Unit.
Q: What vote is required to approve the proposals presented at the Meeting?, page 24
8.Your disclosure on pages 24 and 119 that the Organizational Documents Proposal is
required to be approved by an ordinary resolution of CCCM Shareholders appears to
conflict with your disclosure elsewhere that the Organizational Documents Proposal is
a non-binding advisory vote. Please revise for clarity and consistency.
Q: What happens if a substantial number of Public Shareholders vote in favor of the Business
Combination Proposal and exercise..., page 34
9.Please expand your disclosure here to address the maximum number of redemptions
that may be made in order for the consummation of the Business Combination to
occur, if approved.
Summary of the Proxy Statement/Prospectus
Ancillary Documents
Preferred Equity Subscription Agreements, page 38
10.Please disclose here the number and dollar amount of Bitcoin acquired with the
proceeds from the Preferred Equity Investment.

August 20, 2025
Page 3
11.We note your disclosure that, at the Closing, the Bitcoin held by ProCap and
Anchorage will be contributed to Pubco. Please revise to disclose whether this transfer
will be an on-chain or off-chain transfer, and if on-chain, please revise to disclose the
transaction costs associated with the transfer.
Convertible Note Subscription Agreements, page 39
12.We note your disclosure that the "[p]roceeds from the Convertible Note Financing are
expected to be utilized by Pubco for the purpose of acquiring additional Bitcoin and
for working capital purposes." Please revise to disclose, if known, the percentage of
the proceeds that will be used for acquiring additional Bitcoin and the percentage of
the proceeds that will be used for working capital purposes. If not known, so state and
describe the factors Pubco will consider in making the determination.
13.We note your disclosure that the Convertible Notes will be two times collateralized by
cash, cash equivalents and certain Bitcoin assets. Please revise to disclose the
percentage of your Bitcoin holdings and the amount of cash and cash equivalents that
will collateralize the Convertible Notes and, in your risk factors section, address how
the volatility of Bitcoin may impact the number of Bitcoin, cash and cash equivalents
needed to collateralize the Convertible Notes.
Lock-Up Agreement, page 39
14.Please revise to disclose the number of shares of Pubco Stock that will be subject to
the Lock-Up Agreement, the Insider Letter Amendment and the Registration Rights
Agreement.
Merger Consideration, page 41
15.Please revise to provide an example of the Adjustment Shares and the merger
consideration that Professional Capital Management will receive based upon the
Closing Bitcoin Price as of a recent measurement period.
Dilution, page 42
Please tell us your consideration for including your Convertible Notes issuance in
your dilution presentation as Item 1604(c) of Regulation S-K requires material
probable transactions, other than the de-SPAC transaction itself, be included in the
dilution computation and disclosure. In your response, specifically address the
following:
•Explain to us why you believe that you may be required to separately account for
the liability and equity components of the Convertible Notes as indicated in the
first risk factor on page 115. In this regard, we note that ASC 470-20-25-13
indicates that a substantial premium related to a convertible debt issuance is
presumed to result in such premium representing paid-in capital, but your
Convertible Notes appear to be issued at a discount.
Tell us whether and, if so, how the conversion ratio of your Convertible Notes can
change. In this regard, we note your disclosure in the first risk factor on page 114
that the conversion ratio will be proportionately adjusted based on the change in
the average Bitcoin price over the ten days immediately prior to the Closing
Date relative to the Signing Bitcoin Price, but note no other references in your •16.

August 20, 2025
Page 4
submission to adjusting the conversion ratio.
•If the conversion ratio can change as indicated in the preceding bullet, tell us your
consideration for disclosing throughout your registration statement that your
conversion ratio can change as well as the impact of this provision based on the
actual prices of Bitcoin over the ten days before a recent practicable date and the
actual Signing Bitcoin Price, as the latter amount should be known.
The CCCM Board's Reasons for Approval of the Business Combination, page 52
17.Please revise to include quantitative information related to the volatility of Bitcoin
here or include a cross reference to where the volatility of Bitcoin is disclosed. Also
please disclose the fees and expenses associated with completing the Business
Combination, including payments to the Placement Agents, or include a cross
reference to where such fees and expenses are disclosed. In addition, please revise to
include a brief definition of "mNAV."
Conditions to Closing of the Business Combination, page 57
18.Please revise your disclosure on pages 57 and 58 to identify which of the conditions to
the Closing may be waived.
Risk Factors, page 66
19.Please add a separately captioned risk factor that addresses the risk of attack due to
the levels of concentration of Bitcoin ownership such as the possibility of a Bitcoin
owner obtaining control over the Bitcoin network.
20.Please add a separately captioned risk factor that addresses PubCo's exclusive forum
provision.
Risks Related to the Business and Bitcoin Treasury Strategy of Pubco
Bitcoin and other digital assets are novel assets..., page 71
21.Please revise to update your disclosure regarding the SEC's enforcement actions.
Recently, there has been a precipitous drop in the market values of companies formed
through mergers..., page 95
22.Please expand your risk factor disclosure to identify reasons why companies that have
recently gone public through mergers with special purpose acquisition companies
have experienced significant declines in their market values.
Members of CCCM's management team and the CCCM Board..., page 102
23.We note your disclosure that individual members of CCCM's management team and
the CCCM Board, as well as certain of CCCM's affiliates, have been involved in
litigation, investigations or other proceedings resulting from their involvement and
positions in other companies, which could be time-consuming. To the extent any
litigation, investigations or other proceedings is having a material impact on CCCM's
ability to consummate the Business Combination, please so specify. In addition, to the
extent this is true of ProCap's management, please also provide similar risk disclosure
with respect to ProCap.

August 20, 2025
Page 5
The Indenture contains cross-default provisions..., page 115
24.We note your disclosure that the Indenture contains cross-default provisions that
could result in the acceleration of all of Pubco's indebtedness. Please expand your
disclosure to provide examples of covenants that may present a higher risk of
breach that could result in an acceleration of indebtedness.
The Domestication Proposal
Reasons for the Domestication, page 134
25.We note that the reasons listed for domestication in Delaware is not specific
to CCCM. Please revise your disclosure to specify why the CCCM Board believes
that it is in the best interest of CCCM to effect the Domestication at this moment in
relation to the proposed transaction.
The Business Combination Proposal
Background of the Business Combination
Description of Negotiations between CCCM and ProCap, page 138
26.Please add disclosure to describe the negotiations regarding the ownership of the
Public Shareholders, the ProCap Preferred Unit Holders, the ProCap Common Unit
Holders and the Sponsor in Pubco.
27.We note your disclosure on page 141 that between June 16, 2025 and June 23, 2025,
CCCM, EGS, ProCap and RS negotiated the terms of the Business Combination
Agreement. Please expand your disclosure to not only address the principal topics
discussed, but to provide more detail regarding each party's initial positions and how
the terms of the Business Combination Agreement evolved. Please similarly expand
your disclosure regarding the negotiation of the terms of the Ancillary Agreements,
including details about the negotiations involving the Non-Competition Agreement.
28.We note your disclosure on page 141 that "[p]rospective investors negotiated the
terms of the Subscription Agreements." Please identify the prospective investors
involved in negotiations, how potential investors were identified, each party's initial
positions and how the terms of the Subscription Agreements evolved through
negotiations.
29.Please add disclosure regarding the negotiations with respect to Pubco's management
and board composition.
Opinion of Northland, the CCM Board's Financial Advisor
Fairness Opinion of Northland, page 145
30.We note your disclosure on page 148 that Northland used financial information about
ProCap in its analyses. Please revise to include the financial information in your
prospectus or tell us why you believe this is not required. Similarly, please disclose
the pricing information provided to Northland by CCCM management, ProCap and
their advisors.

August 20, 2025
Page 6
Analysis of Selected Precedent Transactions, page 148
31.Please revise to identify which, if any, of the Selected Precedent Transactions closed
as of the date of the Northland's Fairness Opinion, and, for the transactions that had
not yet closed, please clarify that there is no guarantee that the transactions will close.
The Business Combination Agreement, page 160
32.We note that in arriving at the Fairness Opinion, it was assumed that all regulatory
approvals and consents required were consummated pursuant to the terms of the
Business Combination  Agreement. Please identify any material regulatory approvals
and consents that are required and whether they have been obtained.
The Organizational Documents Proposal, page 178
33.Please revise to show the full text of Proposals 3A to 3D in this section.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 208
34.Please revise your presentation of Adjustment D to reflect the issuance of $64,563 of
par value of stock issued to ProCap Preferred Unit holders as common stock of Pubco
and not preferred stock.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
June 30, 2025, page 216
35.Please revise Adjustment D to provide amounts for the Adjustment Shares calculated
using the relevant Bitcoin prices in the formula as of the most recent practicable date
prior to the effective date for the registration statement as required by Rule 11-
02(a)(6)(i)(A) of Regulation S-X. In this regard, we note that using your July 24, 2025
submission date as a stand-in for the Closing Date, it appears that an incremental
approximately 6.9 million shares of Pubco common stock would be issued. In
addition, please address the following:
•Update your pro forma loss per share disclosures in Note 6 to include the
incremental Adjustment Shares.
•As Bitcoin prices are volatile, separately disclose the range of possible actual
Adjustment Shares that are likely to result based on historical Bitcoin price
volatility. See Rule 11-02(a)(10) of Regulation S-X. If you do not believe
significantly different results may occur, tell us why in your response.
•Tell us your consideration for including Adjusted Shares based on information at
the most recent practicable date prior to your submission/filing throughout your
registration statement as these shares will impact the ownership percentages and
other information disclosed in your submission.
Information Related to ProCap
Media Products, page 243
Please revise to disclose whether you have developed the media products listed on
page 243, including podcasts, a YouTube channel, social media accounts and a 36.

August 20, 2025
Page 7
Substack newsletter. If so, please revise to describe the media products in greater
detail, including for example, the name of your podcasts and number of podcasts
produced, the name of your YouTube Channel, including the number of videos
produced, the names and locations of your social media accounts, the number of
Substack newsletters published and number of subscribers. In this regard, we note that
your agreement with BitcoinIRA seems to require that you post ads on YouTube and
X beginning on August 1, 2025. To the extent you have not developed the media
products, please revise to describe the timeline of the development of these products,
the costs of such development, the sources of capital and any challenges you may
have in developing these products.
Bitcoin Consulting and Advisory Services, pag