Procap Financial Inc. received a Schedule 13G showing that Anson Funds Management LP and related entities collectively beneficially own 7,451,776 shares of common stock, or 8% of the company. This stake includes shares issuable from outstanding convertible bonds held by the Anson-managed funds.
The 8% figure is based on 92,618,380 shares of common stock, which combines 85,166,504 shares reported as issued and outstanding in a recent Form 10-Q and 4,998,500 shares of common stock receivable upon conversion of the bonds. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Procap Financial.
Positive
None.
Negative
None.
Insights
An institutional holder reports an 8% economic stake, framed as passive.
Anson Funds Management LP, its affiliates, and principals report beneficial ownership of 7,451,776 Procap Financial common shares, equal to 8% of the class. The position is held through private funds advised by Anson entities, with voting and dispositive power shared among the advisory and control entities.
The ownership percentage is calculated using 85,166,504 issued and outstanding shares from a recent Form 10-Q plus 4,998,500 shares receivable upon converting outstanding convertible bonds held by the funds, for a total base of 92,618,380 shares. This shows the stake reflects both current shares and bond-conversion exposure.
The certification states the securities are held in the ordinary course of business and not with the purpose or effect of changing or influencing control of the issuer. Future company filings could clarify any changes in this ownership level or the status of the convertible bonds.
What ownership stake in Procap Financial Inc. (BRR) is reported in this Schedule 13G?
The filing reports that Anson Funds Management LP and affiliated entities beneficially own 7,451,776 shares of Procap Financial common stock, representing 8% of the outstanding class. This figure includes both currently outstanding shares and shares issuable upon conversion of certain convertible bonds.
How was the 8% beneficial ownership of Procap Financial (BRR) calculated?
The 8% ownership is based on a total of 92,618,380 shares, combining 85,166,504 issued and outstanding shares from a recent Form 10-Q and 4,998,500 shares of common stock receivable upon converting outstanding convertible bonds held by the Anson-managed funds.
Who are the reporting persons in the Procap Financial (BRR) Schedule 13G filing?
The reporting persons are Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo, and Moez Kassam. These entities and individuals are affiliated investment advisers and principals associated with the private funds that hold Procap Financial securities.
Does the Procap Financial (BRR) Schedule 13G indicate an intent to influence control?
The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Procap Financial. It also notes they are not held in connection with any transaction aimed at obtaining control.
What securities are included in the beneficial ownership reported for Procap Financial (BRR)?
Beneficial ownership covers common stock and shares underlying convertible bonds. The 7,451,776 shares reflect stock held by private funds advised by Anson entities, plus shares of common stock that those funds may receive upon conversion of outstanding convertible bonds.
Who has voting and dispositive power over the Procap Financial (BRR) shares held by Anson funds?
The filing states Anson Funds Management LP and Anson Advisors Inc. may direct the vote and disposition of the 7,451,776 shares held by the funds. Anson Management GP LLC, Tony Moore, Amin Nathoo, and Moez Kassam may also direct voting and disposition through their respective roles.
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)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
7,451,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,451,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,451,776.00
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)
8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
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
7,451,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,451,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,451,776.00
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)
8 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
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
7,451,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,451,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,451,776.00
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)
8 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
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
7,451,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,451,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,451,776.00
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)
8 %
12
Type of Reporting Person (See Instructions)
FI, CO
SCHEDULE 13G
CUSIP No.
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
7,451,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,451,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,451,776.00
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)
8 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
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
7,451,776.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,451,776.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,451,776.00
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)
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:
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 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 7,451,776 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 7,451,776 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 7,451,776 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 7,451,776 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 8% 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 7,451,776 by 92,618,380, which is the sum of: (i) 85,166,504 shares of Common Stock issued and outstanding, as reported in the Issuer's Quarterly Report on form 10-Q filed with the Securities and Exchange Commission (the "SEC") on December 11, 2025; and (ii) 4,998,500, the number of shares of Common Stock receivable by the Fund upon converting the convertible bonds.
(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.
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.
See Section 4(a)
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.
