Silvia CTO Shain Noor reports 4.07M-share holding

No exercise or conversion price is payable for the contingent earnout shares.

Available on EDGAR 11/06/2026 - 04:43 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:43 PM EST Learn about SEC filing dates

This filing corrects an earlier one, and you can read the original Form 3 if you want to see what changed.

Rhea-AI Filing Summary

Silvia, Inc. (SVIA) Chief Technology Officer Shain Noor amended his Form 3 to report 4,074,224 common shares and a contingent right to receive up to 4,356,450 earnout shares, correcting the event date to April 6, 2026. The added escrow-share and earnout disclosures do not reflect acquisitions after that date; 435,644 of the common shares are held in escrow. The earnout requires a volume-weighted average trading price equal to or exceeding $9.00 per share over a specified 10-day period during the five years following April 6, 2026, plus continued employment or termination without cause as of the Earnout Release Date.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Noor Shain

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Holding	Contingent Right to Receive Earnout Shares F3, F4	--	--	--
Holding	Common Stock, par value $0.001 per share F1, F2, F3	--	--	--

Holdings: Contingent Right to Receive Earnout Shares — 4,356,450 contracts (Direct); Common Stock, par value $0.001 per share — 4,074,224 shares (Direct)

Footnotes (4)

1. F1. Reference is made to that certain Agreement and Plan of Merger, dated as of February 9, 2026 (the "Merger Agreement"), by and among Silvia, Inc. (formerly known as ProCap Financial, Inc.) (the "Issuer"), Silvia Merger Sub, Inc. ("Merger Sub"), CFO Silvia, Inc. (the "Target"), the Reporting Person, in his individual capacity, Inflection Points Inc d/b/a Professional Capital Management, a Delaware corporation, and the Reporting Person, solely in his capacity as stockholder representative. Pursuant to the Merger Agreement, Merger Sub merged with and into Target, with the Target surviving as a wholly owned subsidiary of the Issuer (the "Merger").
2. F2. Represents shares of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") received by the Reporting Person in connection with the Merger consisting of 3,638,580 shares of Common Stock issued on April 6, 2026, and 435,644 shares of Common Stock deposited into an escrow account with PNC Bank, N.A. (the "Escrow Shares"). All such shares are subject to transfer restrictions under a lock-up agreement dated April 6, 2026, by and among the Reporting Person, the Issuer, and the other parties thereto.
3. F3. The 435,644 Escrow Shares are held in escrow for the benefit of the Reporting Person to secure indemnification obligations under the Merger Agreement and may be voted, but may not be transferred, by the Reporting Person while held in escrow.
4. F4. Represents a contingent right, received by the Reporting Person pursuant to the Merger Agreement, to receive up to 4,356,450 shares of Common Stock (the "Earnout Shares"). The Earnout Shares are issuable only if, during the 5-year period following April 6, 2026, the volume-weighted average trading price of the Common Stock over a specified 10-day period equals or exceeds $9.00 per share (subject to adjustment as provided in the Merger Agreement). Issuance of the Earnout Shares to the Reporting Person is additionally conditioned on his continued employment with the Issuer or its affiliates (or the termination of his employment without cause) as of the Earnout Release Date (as defined in the Merger Agreement). If the price condition is not satisfied during that 5-year period, no Earnout Shares will be issued. No exercise or conversion price is payable for the Earnout Shares.

Key Figures

Reported common-stock holdings: 4,074,224 shares Escrow Shares: 435,644 shares Contingent Earnout Shares: Up to 4,356,450 shares +2 more

5 metrics

Reported common-stock holdings 4,074,224 shares As of April 6, 2026

Escrow Shares 435,644 shares Included in reported common-stock holdings

Contingent Earnout Shares Up to 4,356,450 shares Contingent right reported as of April 6, 2026

Earnout price threshold $9.00 per share Volume-weighted average trading price over a specified 10-day period

Price-condition period 5 years Following April 6, 2026

Key Terms

volume-weighted average trading price, Escrow Shares, Earnout Release Date, lock-up agreement

4 terms

volume-weighted average trading price financial

"volume-weighted average trading price of the Common Stock"

Volume-weighted average trading price (VWAP) is the average price of a stock over a trading period, where each trade’s price is weighted by how many shares changed hands, so big trades move the average more than small ones. Investors use VWAP as a benchmark to tell whether they bought or sold at a good price compared with the market’s trading activity—like checking if your grocery bill was close to the store’s typical daily average when many customers shopped.

Escrow Shares financial

"shares of Common Stock deposited into an escrow account"

Earnout Release Date financial

"as of the Earnout Release Date"

lock-up agreement regulatory

"subject to transfer restrictions under a lock-up agreement"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares does SVIA Chief Technology Officer Shain Noor report?

Shain Noor reported 4,074,224 shares of common stock as of April 6, 2026. This includes 3,638,580 shares issued in the merger and 435,644 shares deposited in escrow; all are subject to transfer restrictions under a lock-up agreement dated April 6, 2026.

What conditions apply to Shain Noor's SVIA earnout shares?

He has a contingent right to receive up to 4,356,450 shares if the common stock's volume-weighted average trading price over a specified 10-day period equals or exceeds $9.00 per share during the five years following April 6, 2026. The price condition is subject to adjustment under the Merger Agreement, and issuance also depends on continued employment or termination without cause as of the Earnout Release Date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Noor Shain

(Last) (First) (Middle)

600 LEXINGTON AVENUE, FLOOR 2

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2026

3. Issuer Name and Ticker or Trading Symbol
Silvia, Inc. [ SVIA ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/07/2026

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	4,074,224(1)(2)(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Contingent Right to Receive Earnout Shares(3)	(4)	(4)	Common Stock, par value $0.001 per share	4,356,450(4)	(4)	D

Explanation of Responses:

1. Reference is made to that certain Agreement and Plan of Merger, dated as of February 9, 2026 (the "Merger Agreement"), by and among Silvia, Inc. (formerly known as ProCap Financial, Inc.) (the "Issuer"), Silvia Merger Sub, Inc. ("Merger Sub"), CFO Silvia, Inc. (the "Target"), the Reporting Person, in his individual capacity, Inflection Points Inc d/b/a Professional Capital Management, a Delaware corporation, and the Reporting Person, solely in his capacity as stockholder representative. Pursuant to the Merger Agreement, Merger Sub merged with and into Target, with the Target surviving as a wholly owned subsidiary of the Issuer (the "Merger").

2. Represents shares of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") received by the Reporting Person in connection with the Merger consisting of 3,638,580 shares of Common Stock issued on April 6, 2026, and 435,644 shares of Common Stock deposited into an escrow account with PNC Bank, N.A. (the "Escrow Shares"). All such shares are subject to transfer restrictions under a lock-up agreement dated April 6, 2026, by and among the Reporting Person, the Issuer, and the other parties thereto.

3. The 435,644 Escrow Shares are held in escrow for the benefit of the Reporting Person to secure indemnification obligations under the Merger Agreement and may be voted, but may not be transferred, by the Reporting Person while held in escrow.

4. Represents a contingent right, received by the Reporting Person pursuant to the Merger Agreement, to receive up to 4,356,450 shares of Common Stock (the "Earnout Shares"). The Earnout Shares are issuable only if, during the 5-year period following April 6, 2026, the volume-weighted average trading price of the Common Stock over a specified 10-day period equals or exceeds $9.00 per share (subject to adjustment as provided in the Merger Agreement). Issuance of the Earnout Shares to the Reporting Person is additionally conditioned on his continued employment with the Issuer or its affiliates (or the termination of his employment without cause) as of the Earnout Release Date (as defined in the Merger Agreement). If the price condition is not satisfied during that 5-year period, no Earnout Shares will be issued. No exercise or conversion price is payable for the Earnout Shares.

Remarks:

This Form 3/A amends the Form 3 filed by the Reporting Person on April 7, 2026 (Accession No. 0001493152-26-015400) (the "Original Form 3") to (i) correct the date of the event requiring the statement, which was reported in the Original Form 3 as December 3, 2025, to April 6, 2026, (ii) include in the amount of securities beneficially owned the 435,644 Escrow Shares, which were excluded from the amount reported in the Original Form 3, and (iii) report in Table II the Reporting Person's contingent right to receive up to 4,356,450 Earnout Shares, which was not reported in the Original Form 3. The inclusion of the Escrow Shares and the contingent right to receive the Earnout Shares does not reflect an acquisition of securities after April 6, 2026.

	/s/ Shain Noor	11/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)