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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| 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: |
| ||||||||
| 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)
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| 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
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| 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: |
| ||||||||
| 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
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| 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: |
| ||||||||
| 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
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| 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: |
| ||||||||
| 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
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| 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: |
| ||||||||
| 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
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| 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:
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| (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
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement (filed herewith). |