An amended initial beneficial ownership statement for Noor Shain, Chief Technology Officer of Silvia, Inc. (NASDAQ:SVIA), was filed on November 6, 2026, correcting and supplementing disclosures originally made on April 7, 2026, in connection with the company's April 6, 2026 merger transaction.

Key Highlights

  • Reporting person and role: Noor Shain is identified as Chief Technology Officer of Silvia, Inc., formerly known as ProCap Financial, Inc.
  • Direct common stock ownership: Shain beneficially owns 4,074,224 shares of Common Stock (par value $0.001 per share) directly, as of the event date of April 6, 2026.
  • Escrow shares added: The amendment adds 435,644 shares held in escrow at PNC Bank, N.A., which were excluded from the original filing; these shares may be voted but not transferred while in escrow.
  • Earnout shares disclosed: A contingent right to receive up to 4,356,450 additional shares of Common Stock was not reported in the original filing and is now included in Table II.
  • Earnout condition: The earnout shares are issuable only if the volume-weighted average trading price of the Common Stock equals or exceeds $9.00 per share over a specified 10-day period within 5 years of April 6, 2026, and are subject to continued employment conditions.
  • Lock-up agreement: All 4,074,224 shares are subject to transfer restrictions under a lock-up agreement dated April 6, 2026, among Shain, the issuer, and other parties.
  • Event date corrected: The original filing reported the event date as December 3, 2025; this amendment corrects that date to April 6, 2026.

Silvia, Inc. Merger Brings New CTO Ownership Structure into View

According to the filing, Silvia, Inc. (formerly known as ProCap Financial, Inc.) completed a merger on April 6, 2026, pursuant to an Agreement and Plan of Merger dated February 9, 2026. Under that agreement, Silvia Merger Sub, Inc. merged with and into CFO Silvia, Inc., with CFO Silvia, Inc. surviving as a wholly owned subsidiary of the issuer. Noor Shain, now serving as Chief Technology Officer, received shares of the company's Common Stock in connection with that transaction.

The filing reports that of the 4,074,224 shares directly owned by Shain, 3,638,580 were issued on April 6, 2026, while the remaining 435,644 shares were deposited into an escrow account with PNC Bank, N.A. to secure indemnification obligations under the Merger Agreement. According to the filing, those escrow shares may be voted by Shain but may not be transferred while held in escrow. All shares are subject to a lock-up agreement executed on April 6, 2026.

In addition to the directly owned shares, the filing discloses a contingent right, reported in Table II, to receive up to 4,356,450 Earnout Shares. The filing states that issuance of these shares depends on the volume-weighted average trading price of the Common Stock reaching or exceeding $9.00 per share over a specified 10-day period within 5 years following April 6, 2026. Issuance is also conditioned on Shain's continued employment with the issuer or its affiliates, or on termination without cause, as of the defined Earnout Release Date. The filing notes that no exercise or conversion price is payable for any earnout shares that may be issued.

What Was Disclosed

This amended filing corrects the event date from December 3, 2025, to April 6, 2026, adds 435,644 previously omitted escrow shares to the beneficial ownership total, and introduces a contingent right to up to 4,356,450 earnout shares that was not included in the original April 7, 2026 filing. The issuer trades on NASDAQ under the symbol SVIA.