Capricorn Fund takes 7.7% stake in MaxCyte (NASDAQ: MXCT)

Rhea-AI Filing Summary

Capricorn Fund Managers Limited has filed a Schedule 13G reporting beneficial ownership of 8,200,000 shares of MaxCyte, Inc. common stock, representing 7.7% of the class as of the event date 01/30/2026.

Capricorn reports sole voting power over these 8,200,000 shares, with no shared voting power and no sole or shared dispositive power. The position is certified as being acquired and held in the ordinary course of business, not for the purpose of changing or influencing control of MaxCyte. The filer is a United Kingdom entity acting as a foreign investment adviser under a regulatory regime it states is substantially comparable to that of a functionally equivalent U.S. institution.

Insights

Equity ownership and filings analyst

Capricorn Fund discloses a 7.7% passive stake in MaxCyte via Schedule 13G.

Capricorn Fund Managers Limited, a United Kingdom entity, reports beneficial ownership of 8,200,000 MaxCyte common shares, equal to 7.7% of the class, with sole voting power but no dispositive power. The event date for this ownership level is stated as 01/30/2026.

The filing uses the Schedule 13G framework, and Capricorn certifies the shares were acquired and are held in the ordinary course of business, not to change or influence control of MaxCyte. This characterizes the stake as passive rather than activist based on the filer’s own statements.

The disclosure establishes Capricorn as a significant shareholder above the 5% threshold. Future ownership-level updates, if any, would appear in subsequent beneficial ownership filings should their percentage materially increase, decrease, or fall below reporting thresholds under applicable rules.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

MAXCYTE, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

57777K106

(CUSIP Number)

01/30/2026

(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)

SCHEDULE 13G

CUSIP No. 57777K106

1

Names of Reporting Persons

Capricorn Fund Managers 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 KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,200,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,200,000.00

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)

7.7 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MAXCYTE, INC.
(b)	Address of issuer's principal executive offices: 9713 KEY WEST AVENUE,, SUITE 400, ROCKVILLE, MARYLAND, 20850
Item 2.
(a)	Name of person filing: Capricorn Fund Managers Limited
(b)	Address or principal business office or, if none, residence: Malta House, 36-38 Piccadilly, London, W1J 0DP
(c)	Citizenship: United Kingdom
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 57777K106
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).
Item 4.	Ownership
(a)	Amount beneficially owned: 8200000
(b)	Percent of class: 7.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 8200000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 0
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.
	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.
	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 Foreign Investment Adviser 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.

Capricorn Fund Managers Ltd

Signature:	Parth R Karia
Name/Title:	Head of Risk - Capricorn Fund Managers Limited
Date:	02/05/2026

FAQ

What stake does Capricorn Fund Managers hold in MaxCyte (MXCT)?

Capricorn Fund Managers Limited reports beneficial ownership of 8,200,000 MaxCyte common shares, representing 7.7% of the outstanding class. This makes Capricorn a significant shareholder above the 5% disclosure threshold under U.S. beneficial ownership reporting rules.

What is the significance of this Schedule 13G filing for MaxCyte (MXCT)?

The Schedule 13G shows a 7.7% passive ownership in MaxCyte by Capricorn Fund Managers. It informs investors that a sizable institutional holder has reported its position but has certified it is not seeking to change or influence control of the company.

Does Capricorn Fund Managers seek control or influence over MaxCyte (MXCT)?

Capricorn certifies the MaxCyte shares were acquired and are held in the ordinary course of business, not for the purpose or effect of changing or influencing control. The filing also states the shares are not held in connection with any control-related transaction.

What voting and dispositive powers does Capricorn have over its MaxCyte (MXCT) shares?

Capricorn reports sole voting power over 8,200,000 MaxCyte shares and no shared voting power. It also reports no sole or shared dispositive power, indicating it does not report authority to determine the disposition of these shares in this filing.

When did Capricorn’s reportable ownership in MaxCyte (MXCT) occur?

The filing states a Date of Event of 01/30/2026, which is when Capricorn’s beneficial ownership position became reportable at the disclosed level. Schedule 13G is then used to formally document this ownership for the market and regulators.

Who signed the Schedule 13G for Capricorn’s MaxCyte (MXCT) holdings?

The Schedule 13G is signed by Parth R Karia, identified as Head of Risk – Capricorn Fund Managers Limited. The signature section also includes a certification that the information in the statement is true, complete, and correct to the best of their knowledge.