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