ProCap Acquisition Corp ownership update: a group of RP entities filed a joint Schedule 13G reporting shared voting and dispositive power in the issuer. RP Investment Advisors and affiliated funds report combined positions represented by specific fund holdings, with context on shares outstanding.
The filing shows RP Investment Advisors exercises shared voting and dispositive power over 1,417,580 Class A Ordinary Shares (representing 5.6% of the class). Additional fund-level holdings include 662,400 shares (2.6%), 197,805 shares (0.8%), 391,775 shares (1.5%), and 165,600 shares (0.7%). The filing cites 25,430,000 shares outstanding as of November 7, 2025 as the basis for percentages.
Positive
None.
Negative
None.
Insights
RP group holds a modest combined stake in ProCap, disclosed via Schedule 13G.
The filing lists specific holdings: 5.6% for RP Investment Advisors via shared power over 1,417,580 shares, with other funds holding between 165,600 and 662,400 shares. Percentages are calculated from 25,430,000 shares outstanding as of November 7, 2025.
These positions are typical passive institutional disclosures. Subsequent filings would be required if the group’s intent or ownership cross thresholds that change reporting status.
The joint filing follows passive investor disclosure practices and includes standard disclaimers about group status.
The statement is jointly filed by RP Investment Advisors LP and four funds and contains qualifying language that the filers do not admit beneficial ownership for Section 13(d)/(g) purposes. The cover pages show voting and dispositive powers rather than sole control.
Filing mechanics: the submission includes a Joint Filing Agreement (Exhibit 99.1) and signatures by Richard Pilosof dated 02/19/2026. Any change in intent or control would trigger amended reporting obligations.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ProCap Acquisition Corp
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G7257A105
(CUSIP Number)
02/11/2026
(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.
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
0.00
6
Shared Voting Power
1,417,580.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,417,580.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,417,580.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
IA, PN, FI
Comment for Type of Reporting Person: The figure in Item 11 is based upon 25,430,000 Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares") of ProCap Acquisition Corp (the "Issuer") outstanding as of November 7, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on November 10, 2025.
SCHEDULE 13G
CUSIP No.
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
0.00
6
Shared Voting Power
662,400.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
662,400.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
662,400.00
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)
2.6 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: The figure in Item 11 is based upon 25,430,000 Ordinary Shares of the Issuer outstanding as of November 7, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 10, 2025.
SCHEDULE 13G
CUSIP No.
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
0.00
6
Shared Voting Power
197,805.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
197,805.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
197,805.00
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)
0.8 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: The figure in Item 11 is based upon 25,430,000 Ordinary Shares of the Issuer outstanding as of November 7, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 10, 2025.
SCHEDULE 13G
CUSIP No.
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
0.00
6
Shared Voting Power
391,775.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
391,775.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
391,775.00
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: The figure in Item 11 is based upon 25,430,000 Ordinary Shares of the Issuer outstanding as of November 7, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 10, 2025.
SCHEDULE 13G
CUSIP No.
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
0.00
6
Shared Voting Power
165,600.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
165,600.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
165,600.00
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)
0.7 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: The figure in Item 11 is based upon 25,430,000 Ordinary Shares of the Issuer outstanding as of November 7, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 10, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ProCap Acquisition Corp
(b)
Address of issuer's principal executive offices:
600 LEXINGTON AVE., FL 2, NEW YORK, NY, 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. 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 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, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited 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.
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 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:
02/19/2026
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:
02/19/2026
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:
02/19/2026
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:
02/19/2026
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.
What stake does RP Investment Advisors report in ProCap (PCAP)?
RP Investment Advisors reports shared voting and dispositive power over 1,417,580 shares, equal to 5.6% of the class. Percentages use 25,430,000 shares outstanding as of November 7, 2025, per the filing's cited 10-Q.
Which RP funds are listed as beneficial owners in the filing?
The filing names RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund, and RP Alternative Credit Opportunities Fund. Each fund is listed as the record owner of the shares covered by the statement.
How were the percentage ownership figures calculated?
Percentages are based on 25,430,000 Class A Ordinary Shares outstanding as of November 7, 2025, cited from the issuer's Form 10-Q filed on November 10, 2025, as stated in each cover-page comment.
Does the filing indicate active control or passive intent by RP entities?
The filers include language disclaiming that the filing establishes beneficial ownership for Section 13(d)/(g) purposes and do not assert they act as a group for acquisition purposes. The filing presents holdings as passive in nature.
Will this filing require future updates if holdings change?
Yes. If the RP entities’ ownership percentages or intent change to require different reporting status, applicable SEC rules would require amendment. The current filing is a Schedule 13G-style passive disclosure.
