ProCap Acquisition Corp S-1/A

REGISTRATION STATEMENT

FORM OF UNDERWRITING AGREEMENT

FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

OPINION OF REED SMITH LLP

OPINION OF WALKERS (CAYMAN) LLP, CAYMAN ISLANDS COUNSEL TO THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN ODYSSEY TRANSFER AND TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND PROCAP ACQUISITION SPONSOR, LLC

FORM OF INDEMNITY AGREEMENT

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