ProCap Financial Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On March 27, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of ProCap Financial, Inc. (the “Company”) approved the dismissal of MaloneBailey, LLP (“MaloneBailey”) as the Company’s independent registered public accounting firm, effective as of such date.
The audit report of MaloneBailey on the Company’s consolidated financial statements for the period from June 17, 2025 (inception) through December 31, 2025 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
For the period from June 17, 2025 (inception) through December 31, 2025 and the subsequent interim period through the date of MaloneBailey’s dismissal, there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) between the Company and MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused MaloneBailey to make reference thereto in its reports on the Company’s financial statements for such years, and (ii) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) except for the previously disclosed material weakness in internal control over financial reporting related to (i) inadequate segregation of duties and effective risk assessment, and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both GAAP and SEC guidelines.
The Company has provided MaloneBailey with a copy of the foregoing disclosure and has requested that MaloneBaily furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether or not MaloneBailey agrees with the statements made above. A copy of MaloneBailey’s letter, dated March 27, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm
On March 27, 2026, the Audit Committee approved the engagement of BDO USA, P.C. (“BDO”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026, effective immediately.
During the fiscal year ended December 31, 2025 and the subsequent interim period through the date of BDO’s engagement, neither the Company nor anyone acting on its behalf consulted with BDO regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by BDO that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 27, 2026, ProCap Financial, Inc. (the “Company”) held its exclusively virtual Annual Meeting of Stockholders (the “Annual Meeting”). As of February 10, 2026, the record date for the Annual Meeting, there were 83,422,775 shares of ProCap Common Stock, par value $0.001 per share (the “ProCap Common Stock”), outstanding and entitled to vote. The Annual Meeting was held to obtain the stockholder approvals necessary to complete the merger (the “Merger”) of Silvia Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), with and into CFO Silvia, Inc., a Delaware corporation (“CFO Silvia”), pursuant to the Agreement and Plan of Merger, dated February 9, 2026, by and among the Company, Merger Sub, CFO Silvia, Inflection Points, Inc., and Shain Noor (the “Merger Agreement”), and to act on certain related matters. The following is a brief description of each matter voted upon at the Annual Meeting and the number of votes cast.
Proposal No. 1 — Merger Proposal
The stockholders approved, for purposes of Nasdaq Listing Rule 5635, the issuance of shares of ProCap Common Stock pursuant to the terms of the Merger Agreement.
| For: 33,172,356 | Against: 15,065,559 | Abstain: 7,525 |
Proposal No. 2 — Director Appointment Proposal
The stockholders elected Eric Jackson as a Class I director of the Company to hold office for a three-year term until the annual meeting of stockholders to be held in 2029 and until his successor is duly elected and qualified.
Eric Jackson
| For: 37,359,999 | Withheld: 9,562,078 | Abstain: 1,323,363 |
Proposal No. 3 — Equity Plan Amendment
The stockholders approved an amendment to the Company’s 2025 Equity Incentive Plan to increase the number of shares of ProCap Common Stock authorized for issuance thereunder, to enable the Company to continue to grant equity compensation awards to current and future employees in accordance with the Company’s compensation practices.
| For: 33,103,985 | Against: 13,867,806 | Abstain: 1,273,649 |
Proposal No. 4 — Adjournment Proposal
The stockholders voted on whether to approve an adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes in favor of Proposal No. 1, Proposal No. 2, or Proposal No. 3.
| For: 33,711,635 | Against: 10,745,407 | Abstain: 3,788,398 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter from MaloneBailey, LLP, dated March 27, 2026, addressed to the Securities and Exchange Commission | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROCAP FINANCIAL, INC. | ||
| Date: March 30, 2026 | By: | /s/ Renae Cormier |
| Name: | Renae Cormier | |
| Title: | Chief Financial Officer | |