Procap Financial Inc Schedule 13G: the LMR Investment Managers and principals report beneficial ownership of 3,082,128 shares of common stock as of March 31, 2026, representing approximately 5.8% of the class based on 83,422,775 shares outstanding as of February 12, 2026. The filing states the LMR Master Fund holds 1,540,163 shares and LMR CCSA Master Fund holds 1,541,965, and discloses warrants exercisable for a total of 1,843,375 shares.
The Reporting Persons indicate they have shared voting and dispositive power over 4,925,503 shares and that voting/disposition powers are exercised on behalf of the two master funds. The submission is made under beneficial-owner reporting rules and includes a statement about comparable foreign regulatory oversight.
Positive
None.
Negative
None.
Insights
LMR holds a measurable passive stake near 6% of Procap’s equity.
LMR discloses 3,082,128 directly held shares and warrants for 1,843,375 additional shares, using a February 12, 2026 outstanding-share base of 83,422,775. The filing classifies these interests as managed on behalf of hedge funds.
The ownership is reported as shared voting/dispositive power of 4,925,503 shares; subsequent 13D or sale filings would be required if the group changes intent or crosses additional disclosure thresholds.
Disclosure clarifies control relationships and foreign-regulatory comparability.
The filing names the LMR Investment Managers and two individuals, Ben Levine and Stefan Renold, as persons controlling voting and investment decisions for the funds that hold the shares. It also includes an explicit certification about the comparability of foreign regulatory schemes.
That certification and the shared-power disclosure help clarify where voting authority resides; any material change in purpose, control, or additional accumulation would trigger different reporting obligations.
Key Figures
Directly held shares:3,082,128 sharesPercent of class:5.8%Warrants exercisable:1,843,375 shares+4 more
7 metrics
Directly held shares3,082,128 sharesAs of March 31, 2026
Percent of class5.8%Based on 83,422,775 shares outstanding as of February 12, 2026
Warrants exercisable1,843,375 sharesWarrants held by LMR Master Fund and LMR CCSA Master Fund
Shared voting power4,925,503 sharesReported shared voting/dispositive power as of March 31, 2026
LMR Master Fund holdings1,540,163 sharesDirect holding by LMR Multi-Strategy Master Fund Limited
LMR CCSA Master Fund holdings1,541,965 sharesDirect holding by LMR CCSA Master Fund Ltd
Shares outstanding (reference)83,422,775 sharesOutstanding shares reported as of February 12, 2026 in issuer's Form 10-K
"This statement is filed by: (i) LMR Partners LLP ... (collectively, the "LMR Investment Managers")"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Shared dispositive powerfinancial
"Shared Dispositive Power 4,925,503.00"
Warrants exercisablefinancial
"warrants to purchase 921,688 shares ... total of 1,843,375 shares issuable upon the exercise"
Beneficial ownershipregulatory
"Amount beneficially owned: The information required by Items 4(a) - (c) is set forth"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
What stake does LMR report in Procap Financial (BRR)?
LMR reports beneficial ownership of 3,082,128 shares as of March 31, 2026, representing approximately 5.8% of the class using an 83,422,775 share outstanding base dated February 12, 2026.
How much voting power does LMR have in BRR?
The filing discloses shared voting power of 4,925,503 shares as of March 31, 2026, with no sole voting power reported by the Reporting Persons.
Are there additional shares LMR can acquire in BRR?
Yes. The filing lists warrants exercisable for a total of 1,843,375 shares across the master funds, in addition to the directly held 3,082,128 shares reported as beneficially owned.
Which entities hold the reported BRR shares on behalf of LMR?
The shares are directly held by LMR Multi-Strategy Master Fund Limited (1,540,163 shares) and LMR CCSA Master Fund Ltd (1,541,965 shares) as stated in the filing.
Who are the individuals named in the Schedule 13G for BRR?
The filing names Ben Levine and Stefan Renold as the individuals who exercise ultimate control over investment and voting decisions for the LMR Investment Managers regarding the reported shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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
LMR Partners LLP
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 KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,925,503.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,925,503.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,925,503.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
74277P105
1
Names of Reporting Persons
LMR PARTNERS Ltd
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
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,925,503.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,925,503.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,925,503.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
74277P105
1
Names of Reporting Persons
LMR Partners 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,925,503.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,925,503.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,925,503.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
74277P105
1
Names of Reporting Persons
LMR Partners AG
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
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,925,503.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,925,503.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,925,503.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
74277P105
1
Names of Reporting Persons
LMR PARTNERS (DIFC) Ltd
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 ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,925,503.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,925,503.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,925,503.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
74277P105
1
Names of Reporting Persons
LMR Partners (Ireland) Limited
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
IRELAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,925,503.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,925,503.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,925,503.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
74277P105
1
Names of Reporting Persons
Ben Levine
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 KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,925,503.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,925,503.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,925,503.00
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)
5.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
74277P105
1
Names of Reporting Persons
Stefan Renold
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
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,925,503.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,925,503.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,925,503.00
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)
5.8 %
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:
This statement is filed by: (i) LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the "LMR Investment Managers"), which serve as the investment managers to certain funds with respect to the shares of Common Stock, par value $0.001 per share ("shares of Common Stock"), held by certain funds; and (ii) Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.
(c)
Citizenship:
LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates corporation. LMR Partners (Ireland) Limited is a limited company incorporated in Ireland. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP Number(s):
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).
Investment Adviser
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
As of March 31, 2026:
The shares of Common Stock beneficially owned by the Reporting Persons are directly held by LMR Multi-Strategy Master Fund Limited ("LMR Master Fund") and LMR CCSA Master Fund Ltd ("LMR CCSA Master Fund"). LMR Master Fund directly holds 1,540,163 shares of Common Stock and LMR CCSA Master Fund directly holds 1,541,965 shares of Common Stock, with 3,082,128 shares of Common Stock in the aggregate (the "LMR Shares").
In addition to the LMR Shares, LMR Master Fund directly holds warrants to purchase 921,688 shares of Common Stock and LMR CCSA Master Fund directly holds warrants to purchase 921,687 shares of Common Stock, with a total of 1,843,375 shares of Common Stock issuable upon the exercise of the warrants.
(b)
Percent of class:
As of March 31, 2026:
The shares of Common Stock held by each of LMR Master Fund and LMR CCSA Master Fund represent approximately 2.9% and the LMR Shares in the aggregate represent approximately 5.8% of the outstanding shares of Common Stock, based on 83,422,775 shares of Common Stock of the Issuer outstanding as of February 12, 2026, as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission on February 18, 2026, plus shares that may be acquired by such Reporting Persons within 60 days.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of March 31, 2026, each of the Reporting Persons had sole power to vote or direct the vote of 0 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
As of March 31, 2026, each of the Reporting Persons had shared power to vote or direct the vote of 4,925,503 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
As of March 31, 2026, each of the Reporting Persons had sole power to dispose or to direct the disposition of 0 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
As of March 31, 2026, each of the Reporting Persons had shared power to dispose or to direct the disposition of 4,925,503 shares of Common Stock.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The securities beneficially owned by the Reporting Persons are directly held by LMR Master Fund and LMR CCSA Master Fund, for which the LMR Investment Managers serve as the investment managers.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
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 LMR Partners LLP, LMR Partners Limited, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited 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.
