ProCap Acquisition Corp Successfully Launches $220 Million IPO with 22 Million Units Offered

ProCap Acquisition Corp's Successful IPO

On May 20, 2025, ProCap Acquisition Corp made headlines by announcing the pricing of its upsized initial public offering (IPO), which is set to raise a remarkable $220 million. The company will offer 22 million units priced at $10 each, with trading expected to commence on the Nasdaq Stock Market under the ticker symbol "PCAPU" within a day.

Each unit consists of one Class A ordinary share and a third of a redeemable warrant, allowing investors to purchase additional shares at $11.50 per share. Notably, fractional warrants will not be issued, meaning that only whole warrants will be available for trading once the units begin separate trading. The Class A shares and warrants are anticipated to be traded under symbols "PCAP" and "PCAPW," respectively.

The IPO is subject to customary closing conditions and is expected to finalize on May 22, 2025. Moreover, underwriters have been granted a 45-day option to purchase an additional 3.3 million units to cover any over-allotments, further enhancing the potential capital raised from the IPO.

Company Overview

ProCap Acquisition Corp is a blank check company designed to facilitate mergers, amalgamations, or asset acquisitions with one or more established businesses. This strategic approach reflects the company's ambition to capitalize on growth opportunities within the middle market segment, specifically targeting companies with strong management teams and high growth potential.

The leadership team of ProCap Acquisition Corp, headed by Anthony Pompliano as Chief Executive Officer and member of the Board of Directors, is seasoned in the business landscape. Along with Chief Financial Officer Catalina Abbey, the diverse Board includes other notable members like Michael Gonzalez, Lindsey Haswell, and Ben Buchanan, with Brent Saunders acting as an advisor to the company.

Underwriting and Legal Counsel

The underwriting process for this IPO is being managed exclusively by BTIG, LLC, which is also serving as the sole book-running manager for the offering. Legal guidance is being provided by Reed Smith LLP for the Company, while Walkers (Cayman) LLP is catering to Cayman Islands legal matters. Additionally, Kirkland & Ellis LLP has taken on the role of legal counsel for the underwriters.

Important Reminders

Investors are reminded that the offering will proceed solely via a prospectus. Once finalized, this prospectus will be accessible from BTIG, LLC, at their New York office or via email. Furthermore, a registration statement has already been filed with the U.S. Securities and Exchange Commission (SEC) and became effective on May 20, 2025.

This announcement includes forward-looking statements regarding the IPO and potential business combinations. Stakeholders should be aware of the inherent unpredictability involved, acknowledging that completion of the offering on the proposed terms is not guaranteed. Detailed risk factors and forecasts can be found within the company’s SEC registration statement and prospectus, which are also available on the SEC's website.

In summary, ProCap Acquisition Corp's IPO is anticipated to attract investor interest as it embarks on its ambitious mission to identify and engage in profitable business combinations in the ever-changing market landscape.