Anthony Pompliano - 21 May 2025 Form 3 Insider Report for ProCap Acquisition Corp (PCAP)

Role: Chief Executive Officer
Signature: /s/ Anthony J. Pompliano
Issuer symbol: PCAP
Transactions as of: 21 May 2025
Transactions value $: $0
Form type: 3
Filing time: 21 May 2025, 17:09:26 UTC
Next filing: 05 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Pompliano Anthony John III	Chief Executive Officer	C/O PROCAP ACQUISITION CORP, 600 LEXINGTON AVE, FLOOR 2, NEW YORK	/s/ Anthony J. Pompliano	21 May 2025	0002067990

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	PCAP	Class B ordinary shares, par value $0.0001 per share							21 May 2025	Class A ordinary shares, par value $0.0001 per share	6.33M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the Issuer's registration statement on Form S-1 (No. 333-286876), the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.
F2	These shares represent the shares of Class B ordinary shares held directly by ProCap Acquisition Sponsor LLC (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer. The Reporting Person directly owns and controls the membership interests in the Sponsor and represents all of the economic interest in the Sponsor. The shares of Class B ordinary shares owned by the Sponsor include up to 825,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the Issuer's securities do not exercise their over-allotment option in full as described in the Issuer's registration statement.

Content

As described in the Issuer's registration statement on Form S-1 (No. 333-286876), the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

These shares represent the shares of Class B ordinary shares held directly by ProCap Acquisition Sponsor LLC (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer. The Reporting Person directly owns and controls the membership interests in the Sponsor and represents all of the economic interest in the Sponsor. The shares of Class B ordinary shares owned by the Sponsor include up to 825,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the Issuer's securities do not exercise their over-allotment option in full as described in the Issuer's registration statement.