RP Investment Advisors LP and affiliated funds reported passive ownership of Class A ordinary shares of ProCap Acquisition Corp. RP Investment Advisors LP may be deemed to beneficially own 800,000 shares, representing 3.2% of the class, based on 25,430,000 shares outstanding as disclosed in ProCap’s Form 10-Q filed on May 7, 2026.
Individual funds hold the shares directly, including RP Select Opportunities Master Fund Ltd. with 373,822 shares (about 1.5%), RP Debt Opportunities Fund Ltd. with 111,628 shares (about 0.4%), and RP Alternative Global Bond Fund with 221,097 shares (about 0.9%). Each reporting person states that the filing does not constitute an admission of beneficial ownership or group status under Section 13(d) or 13(g).
Positive
None.
Negative
None.
Key Figures
RP Investment Advisors deemed beneficial ownership:800,000 sharesShares outstanding baseline:25,430,000 sharesRP Select Opportunities Master Fund holding:373,822 shares+4 more
7 metrics
RP Investment Advisors deemed beneficial ownership800,000 sharesRepresents 3.2% of ProCap Class A ordinary shares
Shares outstanding baseline25,430,000 sharesClass A ordinary shares outstanding per Form 10-Q filed May 7, 2026
RP Select Opportunities Master Fund holding373,822 sharesApproximately 1.5% of ProCap Class A ordinary shares
RP Debt Opportunities Fund holding111,628 sharesApproximately 0.4% of ProCap Class A ordinary shares
RP Alternative Global Bond Fund holding221,097 sharesApproximately 0.9% of ProCap Class A ordinary shares
RP Alternative Credit Opportunities Fund holding93,453 sharesHeld as part of ProCap Class A ordinary shares position
Ownership threshold statement5 percent or lessOwnership of 5 percent or less of a class stated in Item 5
Key Terms
beneficially own, shared Voting Power, shared Dispositive Power, Schedule 13(d) or 13(g), +1 more
5 terms
beneficially ownfinancial
"RP Investment Advisors LP is the investment advisor of, and may be deemed to beneficially own securities"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared Voting Powerfinancial
"Shared Voting Power 800,000.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared Dispositive Powerfinancial
"Shared Dispositive Power 800,000.00"
Schedule 13(d) or 13(g)regulatory
"for the purposes of Section 13(d) or 13(g) of the Act"
member of a groupregulatory
"may be deemed to be a member of a group with respect to the Issuer"
FAQ
What stake in ProCap Acquisition Corp (PCAP) does RP Investment Advisors report?
RP Investment Advisors LP may be deemed to beneficially own 800,000 Class A shares of ProCap Acquisition Corp, representing 3.2% of the class. This percentage is based on 25,430,000 shares outstanding, as reported in ProCap’s Form 10-Q filed on May 7, 2026.
Which RP funds directly own ProCap Acquisition Corp (PCAP) shares and how many?
Direct ownership is held by RP Select Opportunities Master Fund Ltd. with 373,822 shares, RP Debt Opportunities Fund Ltd. with 111,628 shares, RP Alternative Global Bond Fund with 221,097 shares, and RP Alternative Credit Opportunities Fund with 93,453 shares. RP Investment Advisors LP is the investment advisor to these funds.
How is the ownership percentage in ProCap (PCAP) calculated for the RP funds?
Each ownership percentage is calculated using 25,430,000 Class A shares outstanding, as reported in ProCap’s Form 10-Q filed May 7, 2026. For example, RP Select Opportunities Master Fund Ltd.’s 373,822 shares correspond to approximately 1.5% of the outstanding Class A shares.
Do RP Investment Advisors and its funds claim group status regarding ProCap (PCAP) shares?
The reporting persons explicitly state that the filing should not be construed as an admission that they are acting as a group under Section 13(d) or 13(g). They also state it should not be viewed as an admission of beneficial ownership beyond what may be deemed through advisory roles.
Is RP Investment Advisors’ ownership in ProCap (PCAP) above 5%?
No, the filing indicates ownership of 5 percent or less of ProCap’s Class A ordinary shares. RP Investment Advisors LP’s deemed beneficial stake is 3.2%, and each individual fund’s reported percentage, such as 1.5% and 0.9%, is also below the 5% threshold.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
ProCap Acquisition Corp
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G7257A105
(CUSIP Number)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G7257A105
1
Names of Reporting Persons
RP Investment Advisors 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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6
Shared Voting Power
800,000.00
7
Sole Dispositive Power
8
Shared Dispositive Power
800,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
800,000.00
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)
3.2 %
12
Type of Reporting Person (See Instructions)
IA, PN, FI
Comment for Type of Reporting Person: Based upon 25,430,000 Class A ordinary shares outstanding, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.
SCHEDULE 13G
CUSIP Number(s):
G7257A105
1
Names of Reporting Persons
RP Select Opportunities Master Fund 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6
Shared Voting Power
373,822.00
7
Sole Dispositive Power
8
Shared Dispositive Power
373,822.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
373,822.00
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)
1.5 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: Based upon 25,430,000 Class A ordinary shares outstanding, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.
SCHEDULE 13G
CUSIP Number(s):
G7257A105
1
Names of Reporting Persons
RP Debt Opportunities Fund 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6
Shared Voting Power
111,628.00
7
Sole Dispositive Power
8
Shared Dispositive Power
111,628.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
111,628.00
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)
0.4 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: Based upon 25,430,000 Class A ordinary shares outstanding, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.
SCHEDULE 13G
CUSIP Number(s):
G7257A105
1
Names of Reporting Persons
RP Alternative Global Bond Fund
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
6
Shared Voting Power
221,097.00
7
Sole Dispositive Power
8
Shared Dispositive Power
221,097.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
221,097.00
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)
0.9 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: Based upon 25,430,000 Class A ordinary shares outstanding, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.
SCHEDULE 13G
CUSIP Number(s):
G7257A105
1
Names of Reporting Persons
RP Alternative Credit Opportunities Fund
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
6
Shared Voting Power
93,453.00
7
Sole Dispositive Power
8
Shared Dispositive Power
93,453.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.37
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)
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: Based upon 25,430,000 Class A ordinary shares outstanding, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ProCap Acquisition Corp
(b)
Address of issuer's principal executive offices:
600 LEXINGTON AVE., FL 2, 600 LEXINGTON AVE., FL 2, NEW YORK, NEW YORK, 10022.
Item 2.
(a)
Name of person filing:
This statement is jointly filed by and on behalf of each of RP Investment Advisors LP, RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund and RP Alternative Credit Opportunities Fund (the "Funds"). RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund and RP Alternative Credit Opportunities Fund (the "Funds") are the record and direct beneficial owners of the securities covered by this statement. RP Investment Advisors LP is the investment advisor of, and may be deemed to beneficially own securities owned by, the Funds. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act.
Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be contrued as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the reporting persons is 39 Hazelton Avenue, Toronto, Ontario, Canada, M5R 2E3.
(c)
Citizenship:
See Item 4 on the cover page(s) hereto.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G7257A105
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:
See Item 9 on the cover page(s) hereto.
(b)
Percent of class:
See Item 11 on the cover page(s) hereto.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page(s) hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page(s) hereto
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page(s) hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page(s) hereto.
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.
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 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.
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.
RP Investment Advisors LP
Signature:
/s/ Richard Pilosof
Name/Title:
Richard Pilosof, Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc.
Date:
08/10/2026
RP Select Opportunities Master Fund Ltd.
Signature:
/s/ Richard Pilosof
Name/Title:
Richard Pilosof, Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc.
Date:
08/10/2026
RP Debt Opportunities Fund Ltd.
Signature:
/s/ Richard Pilosof
Name/Title:
Richard Pilosof, Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc.
Date:
08/10/2026
RP Alternative Global Bond Fund
Signature:
/s/ Richard Pilosof
Name/Title:
Richard Pilosof, Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc.
Date:
08/10/2026
RP Alternative Credit Opportunities Fund
Signature:
/s/ Richard Pilosof
Name/Title:
Richard Pilosof, Chief Executive Officer, RP Investment Advisors LP by its General Partner RP Investment Advisors GP Inc.
