[SCHEDULE 13G/A] ProCap Financial, Inc. Amended Passive Investment Disclosure
Anson reports 408,200 shares (0.5%) of ProCap
ProCap Financial Inc. (Common Stock, CUSIP 74277P105) is reported in an Amendment No. 1 to a Schedule 13G/A filed by Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo and Moez Kassam.
ProCap Financial Inc. (Common Stock, CUSIP 74277P105) is reported in an Amendment No. 1 to a Schedule 13G/A filed by Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo and Moez Kassam. The filing states the group beneficially owns 408,200 shares, representing 0.5% of the 85,166,604 shares issued and outstanding as reported in the issuer's Form 10-K on February 18, 2026. The filing explains shared voting and dispositive power over the 408,200 shares via the Funds and related entities and provides organizational and address details for the reporting persons.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:408,200 sharesPercent of class:0.5%Shares outstanding (denominator):85,166,604 shares+2 more
5 metrics
Shares beneficially owned408,200 sharesReported as owned by the Funds and related reporting persons
Percent of class0.5%408,200 / 85,166,604 shares outstanding (Form 10-K)
Shares outstanding (denominator)85,166,604 sharesPer issuer's Form 10-K filed February 18, 2026
CUSIP74277P105Common Stock, par value $0.001 per share
Par value$0.001 per shareCommon Stock class title listed in the filing
"This Amendment No. 1 to the (the "") is being filed"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficially ownedfinancial
"Amount beneficially owned: This Amendment No. 1 ... relating to Common Stock"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Shared dispositive powerregulatory
"Shared Dispositive Power 408,200.00"
Co-investment advisorsfinancial
"Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Funds"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Anson report in ProCap Financial (BRR)?
Anson reports beneficial ownership of 408,200 shares, or 0.5%. The percentage is calculated by dividing 408,200 by 85,166,604 shares outstanding, per ProCap's Form 10-K filed on February 18, 2026.
Which entities and individuals filed the Schedule 13G/A for BRR?
The filing is by Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo, and Moez Kassam. Addresses and citizenship/organization details are included in Item 2 of the amendment.
Do the filers have sole voting or dispositive power over the reported shares?
No; the filing discloses shared voting and shared dispositive power over the 408,200 shares. The report states the Funds hold the shares and the reporting persons may direct vote and disposition as co-investment advisors.
What date and source determine the shares outstanding used in the calculation?
Shares outstanding (85,166,604) come from ProCap's Annual Report on Form 10-K filed with the SEC on February 18, 2026. That 10-K figure is the denominator for the 0.5% calculation.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Procap Financial Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
74277P105
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
74277P105
1
Names of Reporting Persons
Anson Funds Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
408,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
408,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
408,200.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
74277P105
1
Names of Reporting Persons
Anson Management GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
408,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
408,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
408,200.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP Number(s):
74277P105
1
Names of Reporting Persons
Tony Moore
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
408,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
408,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
408,200.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
74277P105
1
Names of Reporting Persons
Anson Advisors Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
408,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
408,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
408,200.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
FI, CO
SCHEDULE 13G
CUSIP Number(s):
74277P105
1
Names of Reporting Persons
Amin Nathoo
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
408,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
408,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
408,200.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
74277P105
1
Names of Reporting Persons
Moez Kassam
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
408,200.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
408,200.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
408,200.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Procap Financial Inc.
(b)
Address of issuer's principal executive offices:
600 Lexington Avenue, Floor 2 New York, New York 10022
Item 2.
(a)
Name of person filing:
Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam
(b)
Address or principal business office or, if none, residence:
For Anson Funds Management LP, Anson Management GP LLC and Mr. Moore:
16000 Dallas Parkway, Suite 800
Dallas, Texas 75248
For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam:
181 Bay Street, Suite 4200 Toronto, ON
M5J 2T3
(c)
Citizenship:
Anson Funds Management LP is a limited partnership organized under the laws of the State of Texas. Anson Management GP LLC is a limited liability company organized under the laws of the State of Texas. Mr. Moore is a United States citizen. Anson Advisors Inc. is a corporation organized under the laws of Ontario, Canada. Mr. Nathoo and Mr. Kassam are each Canadian citizens.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
74277P105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Canadian Investment Advisor
Item 4.
Ownership
(a)
Amount beneficially owned:
This Amendment No. 1 (this "Amendment") to the Schedule 13G (the "Schedule 13G") is being filed on behalf of Anson Funds Management LP (d/b/a Anson Funds), a Texas limited partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Tony Moore, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc., an Ontario, Canada corporation, Mr. Amin Nathoo, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc., relating to Common Stock, $0.001 par value (the "Common Stock"), of ProCap Financial, Inc., a Delaware corporation (the "Issuer").
This Schedule 13G relates to the Common Stock of the Issuer purchased by one or more private funds to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors (collectively, the "Funds"). Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Funds and may direct the vote and disposition of the 408,200 shares of Common Stock held by the Funds. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 408,200 shares of Common Stock held by the Funds. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 408,200 shares of Common Stock held by the Funds. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 408,200 shares of Common Stock held by the Funds.
(b)
Percent of class:
Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 0.5% of the outstanding shares of Common Stock, which includes shares of Common Stock underlying outstanding convertible bonds held by Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam. This percentage is determined by dividing 408,200 by 85,166,604, which is the number of Common Stock issued and outstanding, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 18, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Section 4(a)
(ii) Shared power to vote or to direct the vote:
See Section 4(a)
(iii) Sole power to dispose or to direct the disposition of:
See Section 4(a)
(iv) Shared power to dispose or to direct the disposition of:
See Section 4(a)
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Section 4(a)
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Anson Advisors Inc. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
