| Item 1. | |
| (a) | Name of issuer:
ProCap Acquisition Corp |
| (b) | Address of issuer's principal executive offices:
600 Lexington Ave, Floor 2, New York, NY 10022 |
| Item 2. | |
| (a) | Name of person filing:
(1) Centiva Capital, LP (the "Investment Manager"), a Delaware limited partnership and the investment manager of certain affiliated funds (the "Centiva Capital Funds") with respect to the shares of Class A ordinary shares (as defined in Item 2(d)); and
(2) Centiva Capital GP, LLC, the general partner of the Investment Manager and the Centiva Capital Funds, with respect to the shares of Class A ordinary shares held by the Centiva Capital Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class A ordinary shares reported herein. |
| (b) | Address or principal business office or, if none, residence:
66 Hudson Blvd. E, 56th Floor
New York, NY 10001 |
| (c) | Citizenship:
Centiva Capital GP, LLC - Delaware
Centiva Capital, LP - Delaware |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 per share |
| (e) | CUSIP No.:
G7257A113 |
| 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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Centiva Capital GP, LLC. - 1,417,623
Centiva Capital, LP - 1,417,623 |
| (b) | Percent of class:
5.57% of the 25,430,000 shares of Class A ordinary shares outstanding as of August 8, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed on August 11, 2025. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Centiva Capital GP, LLC. - 0
Centiva Capital, LP - 0
|
| | (ii) Shared power to vote or to direct the vote:
Centiva Capital GP, LLC. - 1,417,623
Centiva Capital, LP - 1,417,623
|
| | (iii) Sole power to dispose or to direct the disposition of:
Centiva Capital GP, LLC. - 0
Centiva Capital, LP - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Centiva Capital GP, LLC. - 1,417,623
Centiva Capital, LP - 1,417,623
|
| 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. |
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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