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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 Financial, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
74277P105 (CUSIP Number) |
12/08/2025 (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. | 74277P105 |
| 1 | Names of Reporting Persons
STEADFAST CAPITAL MANAGEMENT LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000.00 | ||||||||
| 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)
7.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 74277P105 |
| 1 | Names of Reporting Persons
American Steadfast, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,275,000.00 | ||||||||
| 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)
2.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 74277P105 |
| 1 | Names of Reporting Persons
Steadfast International 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,975,000.00 | ||||||||
| 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)
4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 74277P105 |
| 1 | Names of Reporting Persons
Robert S. Pitts, Jr. | ||||||||
| 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 STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000.00 | ||||||||
| 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)
7.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ProCap Financial, Inc. | |
| (b) | Address of issuer's principal executive offices:
600 Lexington Avenue, Floor 2 New York, New York 10022 | |
| Item 2. | ||
| (a) | Name of person filing:
The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
- Steadfast Capital Management LP, a Delaware limited partnership (the "Investment Manager").
- American Steadfast, L.P., a Delaware limited partnership ("American Steadfast").
- Steadfast International Master Fund Ltd., a Cayman Islands exempted company (the "Offshore Fund").
- Robert S. Pitts, Jr., a United States Citizen ("Mr. Pitts").
Mr. Pitts is the controlling principal of the Investment Manager. The Investment Manager has the power to vote and dispose of the securities held by American Steadfast and the Offshore Fund. | |
| (b) | Address or principal business office or, if none, residence:
The business address of each of Mr. Pitts, the Investment Manager and American Steadfast is 450 Park Avenue, 20th Floor, New York, New York 10022.
The business address of the Offshore Fund is c/o Morgan Stanley Fund Services (Cayman) Ltd., 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. | |
| (c) | Citizenship:
Each of the Investment Manager and American Steadfast is a limited partnership formed under the laws of the State of Delaware.
The Offshore Fund is an exempted company formed under the laws of the Cayman Islands.
Mr. Pitts is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
74277P105 | |
| 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:
As of December 15, 2025, the Reporting Persons beneficially owned an aggregate of 6,250,000 shares of the Issuer's Common Stock. Specifically:
(i) The Investment Manager beneficially owned 6,250,000 shares of Common Stock.
(ii) American Steadfast beneficially owned 2,275,000 shares of Common Stock.
(iii) The Offshore Fund beneficially owned 3,975,000 shares of Common Stock.
(iv) Mr. Pitts beneficially owned 6,250,000 shares of Common Stock.
(v) Collectively, the Reporting Persons beneficially owned 6,250,000 shares of Common Stock. | |
| (b) | Percent of class:
As of December 15, 2025, the Reporting Persons may be deemed to have beneficially owned 6,250,000 shares of Common Stock or 7.3% of the Issuer's Common Stock outstanding, which percentage was calculated based on 85,166,604 shares of Common Stock outstanding as of December 5, 2025, as per the information reported in the Issuer's Form 8-K filed December 11, 2025. Specifically:
(i) The Investment Manager's beneficial ownership of 6,250,000 shares of Common Stock represented 7.3% of the outstanding Common Stock.
(ii) American Steadfast's beneficial ownership of 2,275,000 shares of Common Stock represented 2.7% of the outstanding Common Stock.
(iii) The Offshore Fund's beneficial ownership of 3,975,000 shares of Common Stock represented 4.7% of the outstanding Common Stock.
(iv) Mr. Pitts' beneficial ownership of 6,250,000 shares of Common Stock represented 7.3% of the outstanding Common Stock.
(v) Collectively, the Reporting Persons' beneficial ownership of 6,250,000 shares of Common Stock represented 7.3% of the outstanding Common Stock. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Not applicable. | ||
| (ii) Shared power to vote or to direct the vote:
American Steadfast had shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 2,275,000 shares of Common Stock beneficially owned by American Steadfast.
The Offshore Fund had shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 3,975,000 shares of Common Stock beneficially owned by the Offshore Fund. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Not applicable. | ||
| (iv) Shared power to dispose or to direct the disposition of:
American Steadfast had shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 2,275,000 shares of Common Stock beneficially owned by American Steadfast.
The Offshore Fund had shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 3,975,000 shares of Common Stock beneficially owned by the Offshore Fund. | ||
| 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit B. | ||
| 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
Exhibit 99.2 - Exhibit B |