# ATLANTIC - PACIFIC CAPITAL, INC. X-17A-5 (2025-05-20) — Broker-dealer annual report - Company: ATLANTIC - PACIFIC CAPITAL, INC. - Form: X-17A-5 - Filed: 2025-05-20 - Period: 2024-12-31 - Accession: 0000943702-25-000004 - CIK: 943702 - File #: 8-48198 - Type: Broker-dealer - Material weakness: No - Auditor: Reynolds & Rowella LLP - Auditor location: New Canaan, CT - Contact: Anthony Bossone - Phone: 2038629182 - Email: tbossone@apcap.com - Website: apcap.com - Signed by: Anthony Bossone (Chief Financial Officer) Original filing: https://www.sec.gov/Archives/edgar/data/943702/000094370225000004/apcap2024.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 > ANNUAL REPORTS FORM X-17A-5 PART III OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 SEC FILE NUMBER ## FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 FILING FOR THE PERIOD BEGINNING 01/01/2024 AND ENDING 12/31/2024 MM/DD/YY A. REGISTRANT IDENTIFICATION MM/DD/YY ATLANTIC-PACIFIC CAPITAL INC. NAME OF FIRM: TYPE OF REGISTRANT (check all applicable boxes): Broker-dealer Security-based swap dealer Check here if respondent is also an OTC derivatives dealer Major security-based swap participant ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) ONE DOCK STREET, SUITE 404 STAMFORD (City) (No. and Street) CT (State) PERSON TO CONTACT WITH REGARD TO THIS FILING ANTHONY BOSSONE 203-861-5480 (Name) 06902 (Zip Code) TBOSSONE@APCAP.COM (Area Code - Telephone Number) (Email Address) B. ACCOUNTANT IDENTIFICATION INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* REYNOLDS & ROWELLA, LLP 51 LOCUST AVENUE (Address) 04/23/2009 (Name - if individual, state last, first, and middle name) NEW CANAAN CT 06840 (City) (State) 3448 (Zip Code) (Date of Registration with PCAOB) (if applicable) (PCAOB Registration Number, if applicable) FOR OFFICIAL USE ONLY \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION I ANTHONY BOSSONE financial swear (or affirm) that, to the best of my knowledge and belief, the report pertaining to the firm of ATLANTIC-PACIFIC CAPITAL INC. ,as of 12/31 \_2024, is true and correct. I further swear (or afirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. JASPER MUI NOTARY PUBLIC My Commission Expires Aug. 31, 2025 opt Signature: auadory Bossne Title: CHIEF FINANC AL OFFICER Notary Public #### This filing\*\* contains (check all applicable boxes): - (a) Statement of financial condition. - (b) Notes to consolidated statement of financial condition. - (c) Statement of income (loss) or, if there is other comprehensive income in the period's) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). Π - Π (d) Statement of cash flows. - Π (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - Π (f) Statement of changes in liabilities subordinated to claims of creditors. - (g) Notes to consolidated financial statements. - Π (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - (i) Computation of tangible net worth under 17 CFR 240.18a-2. - (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - Π (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - Π (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - コ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - ☐ (g) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - Π (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as apɔlicable. - ☐ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (t) Independent public accountant's report based on an examination of the statement of financial condition. - Π (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - (v) Independent public accountant's report based on an examination of certain staterents in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - Π (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k). - (z) Other: - \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as applicable. {2}------------------------------------------------ # **Atlantic-Pacific Capital, Inc.** **Consolidated Financial Statements and Supplemental Information December 31, 2024** {3}------------------------------------------------ | Page(s) | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | Report of Independent
Registered Public Accounting Firm1-2 | | Financial Statements | | Consolidated Statement of Financial Condition

3 | | Consolidated Statement of Operations
4 | | Consolidated Statement of Comprehensive Income

5 | | Consolidated Statement of Changes in Stockholder's Equity
6 | | Consolidated Statement of Cash Flows

7 | | Notes to
Consolidated
Financial Statements8-15 | | Supplemental
Information | | Unconsolidated Computation of Net Capital Pursuant to SEC Rule 15c3-1
17 | | Unconsolidated Computation for Determination of Reserve Requirements and Information
Relating to Possession or Control Requirements
Pursuant to SEC Rule 15c3-3

18 | | Reconciliation of Audited Consolidated Statement of Financial Condition to the
Atlantic-Pacific Capital, Inc. Unconsolidated Statement of Financial Condition
19 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) {5}------------------------------------------------ My LEx ![](_page_5_Picture_4.jpeg) {6}------------------------------------------------ # **Atlantic-Pacific Capital, Inc. Consolidated Statement of Financial Condition As of December 31, 2024** #### **Assets** | Current assets | | |---------------------------------------------|------------------| | Cash and cash equivalents | \$
5,323,571 | | Placement fees receivable | 6,080,798 | | Due from funds | 145,713 | | Other current assets | 98,177 | | | | | Total current assets | 11,648,259 | | Placement fees receivable | 3,520,028 | | Operating lease right-of-use assets | 1,789,334 | | Other assets | 160,969 | | Property and equipment, net | 109,680 | | Total assets | \$
17,228,270 | | Liabilities and stockholder's equity | | | Current liabilities | | | Accrued compensation | \$
972,168 | | Deferred revenue | 680,000 | | Operating lease liabilities | 487,354 | | Accounts payable and other accrued expenses | 362,171 | | Total current liabilities | 2,501,693 | | Operating lease liabilities | 1,505,682 | | Total liabilities | 4,007,375 | | Stockholder's equity | | | Common stock | 1 | | Additional paid-in-capital | 3,178,610 | | Retained earnings | 11,286,661 | | Accumulated other comprehensive loss | (1,244,377) | | | | | Total stockholder's equity | 13,220,895 | | Total liabilities and stockholder's equity | \$
17,228,270 | {7}------------------------------------------------ # **Atlantic-Pacific Capital, Inc. Consolidated Statement of Operations For the Year Ended December 31, 2024** | Revenues | | |--------------------------------------------|------------------| | Placement fees | \$
11,320,115 | | Client reimbursed expenses | 498,072 | | Interest income | 296,003 | | Total revenues | 12,114,190 | | Operating expenses | | | Compensation and related benefits | 7,708,622 | | General and administrative | 1,288,279 | | Professional fees | 1,087,182 | | Client reimbursed expenses | 498,072 | | Travel and entertainment | 62,784 | | Depreciation and amortization | 62,191 | | Total operating expenses | 10,707,130 | | Income from operations before income taxes | 1,407,060 | | Income tax benefit | (74,405) | | Net income | \$
1,481,465 | {8}------------------------------------------------ # **Atlantic-Pacific Capital, Inc. Consolidated Statement of Comprehensive Income For the Year Ended December 31, 2024** | Net income | \$
1,481,465 | |---------------------------------------------------------------------|-----------------| | Other comprehensive loss
Foreign currency translation adjustment | (2,816) | | Other comprehensive loss | (2,816) | | Comprehensive income | \$
1,478,649 | {9}------------------------------------------------ # **Atlantic-Pacific Capital, Inc. Consolidated Statement of Changes in Stockholder's Equity For the Year Ended December 31, 2024** | | Common
Stock* | Additional
Paid-in-
Capital | Retained
Earnings | Accumulated
Other
Comprehensive
Loss | Total
Stockholder's
Equity | |---------------------------------|------------------|-----------------------------------|----------------------|-----------------------------------------------|----------------------------------| | Balance, December 31, 2023 | \$
1 | \$
178,610 | \$
9,805,196 | \$
(1,241,561) | \$
8,742,246 | | Contribution from owner | - | 3,000,000 | - | - | 3,000,000 | | Net income | - | - | 1,481,465 | - | 1,481,465 | | Currency translation adjustment | - | - | - | (2,816) | (2,816) | | Balance, December 31, 2024 | \$
1 | \$
3,178,610 | \$
11,286,661 | \$
(1,244,377) | \$
13,220,895 | \* 3,000 shares of common stock have been authorized. 100 shares have been issued and remain outstanding with a par value of \$.01 per share. {10}------------------------------------------------ # **Atlantic-Pacific Capital, Inc. Consolidated Statement of Cash Flows For the Year Ended December 31, 2024** | Cash flows from operating activities | | |---------------------------------------------------------------------|-----------------| | Net income | \$
1,481,465 | | Adjustments to reconcile net income to net cash used by | | | operating activities: | | | Amortization of operating lease right-of-use assets | 324,008 | | Depreciation and amortization | 62,191 | | Changes in operating assets and liabilities: | | | Placement fees receivable | (5,560,428) | | Other assets | 71,977 | | Due from funds | 114,032 | | Accrued compensation | 524,418 | | Deferred revenue | (745,000) | | Operating lease liabilities, net | (389,988) | | Accounts payable and other accrued expenses | (43,685) | | Net cash used by operating activities | (4,161,010) | | Cash flows from financing activities | | | Contribution from owner | 3,000,000 | | Net cash provided by financing activities | 3,000,000 | | Effect of foreign exchange rates | (2,816) | | Net decrease in cash | (1,163,826) | | Cash and cash equivalents - beginning of year | 6,487,397 | | Cash and cash equivalents - end of year | \$
5,323,571 | | Supplemental cash flow disclosure: | | | Cash paid during the year for:
Domestic and foreign income taxes | \$
11,426 | {11}------------------------------------------------ #### **1. Nature of Business** Atlantic-Pacific Capital, Inc. (the "Company") was incorporated in the State of Delaware on February 9, 1995. The Company is a registered broker-dealer subject to certain regulations of the Securities and Exchange Commission ("SEC") and the Financial Industry Regulatory Authority. The Company is also a member of the Securities Investor Protection Corporation. The Company raises capital from institutional investors for interests in private equity limited partnerships and other private investment vehicles (the "Funds") that are not registered or publicly traded. The Company earns a fee based on a percentage of capital invested or committed to be invested in such Funds. The Company's agreements with its clients typically include a retainer fee and schedule of placement fee payments to be made over an extended period of time with interest after acceptance by a Fund of capital or capital commitments. The Company's consolidated financial statements include two active wholly-owned subsidiaries, Atlantic-Pacific Capital Limited ("APC Ltd.") and Atlantic Pacific Capital Asia Limited ("APC Asia Ltd."). APC Ltd. operates in London, England, is registered with the Financial Conduct Authority, and markets the services of the Company in Europe with the assistance of its whollyowned subsidiary in Malta, Atlantic-Pacific Capital Malta Limited ("APC Malta"). APC Asia Ltd. operates in Hong Kong, China, is registered with the Securities and Futures Commission, and markets the services of the Company in Asia. All significant intercompany balances and transactions have been eliminated in consolidation. ### **2. Summary of Significant Accounting Policies** #### **Basis of Presentation** The consolidated financial statements of Atlantic-Pacific Capital, Inc. and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America. #### **Segment Information** The Company, with its subsidiaries in Europe and Asia, conducts business as a single operating segment as a global private capital placement agent, which is based upon the Company's current organizational and management structure, as well as information used by the Company's Chief Executive Officer (the chief operating decision maker, or "CODM") to allocate resources, assess performance and manage the business. The CODM uses the Company's placement fees and income from operations before income taxes, as reported on the consolidated statement of operations, as well as excess net capital (see Note 10), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy. The Company derived approximately two-thirds of its placement fee revenue from three external customers in 2024. All expense categories on the consolidated statement of operations are significant and there are no other significant segment expenses that would require disclosure. Asset data provided to the CODM is consistent with those reported on the consolidated statement of financial condition with particular emphasis on the Company's available liquidity, including its cash and cash equivalents and placement fees receivables, reduced by current liabilities and regulatory capital requirements. The CODM manages the business using consolidated expense information as well as regularly provided budgeted or forecasted expense information for the single operating segment. {12}------------------------------------------------ #### **Foreign Currency Translation** The Company's reporting currency is the U.S. Dollar. APC Ltd.'s functional currency is the British Pound, its local currency; APC Malta's functional currency is the Euro, its local currency. APC Asia Ltd.'s functional currency is the Hong Kong Dollar, its local currency. All asset and liability accounts of APC Ltd., APC Malta and APC Asia Ltd. are translated into U.S. Dollars at year-end exchange rates and income and expenses are translated into U.S. Dollars using weighted average exchange rates. Resulting translation adjustments are reported as a separate component of other comprehensive income on the statement of consolidated comprehensive income. #### **Revenue and Expense Recognition** The Company recognizes revenue to depict the transfer of promised services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The Company follows a five step model to (a) identify the contract with a client, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the Company satisfies a performance obligation. In determining the transaction price, the Company includes variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The Company acts as a placement agent for Funds and provides related services. Revenue from placement fees is generally recognized at the point in time that performance under the arrangement is completed (i.e., upon acceptance of capital or capital commitments by a Fund). For certain contracts, the Company must evaluate the likelihood of significant reversal of revenue due to matters outside the Company's control and only recognize revenue up to the amount that a significant revenue reversal is not probable. Revenue for related service fees are recognized at a point in time or over time depending on the service provided. Performance obligations under the contract which are simultaneously provided by the Company and consumed by the client are recognized over time. The Company receives non-refundable retainer fees upon execution of agreements with Funds to provide capital raising services which are recorded as deferred revenue on the consolidated statement of financial condition when received. Retainer fees are recognized as revenue when placement fees are earned to the extent those placement fees exceed the amount of retainer fees received and are included in placement fees on the consolidated statement of operations. | Deferred Revenue | | |----------------------------|-----------------| | Balance, December 31, 2023 | \$
1,425,000 | | Additions | 717,500 | | Recognized as revenue | (1,462,500) | | Balance, December 31, 2024 | \$
680,000 | All other income and expenses are recognized when earned and incurred, respectively. #### **Placement Fees Receivable and Allowance for Doubtful Accounts** Placement fees receivable are typically due over one to two years commencing upon acceptance of capital or capital commitments by a Fund. Placement fees receivable accrue interest at various rates that range from 5% to 7.5%. The Company recognized \$125,921 of interest income on the unpaid balance for the year ended December 31, 2024. When there is no stated interest rate the {13}------------------------------------------------ Company discounts placement fees receivable balances that extend beyond one year at a rate of 6.8%. Placement fees may be prepaid in whole or in part any time without premium or penalty. Effective January l, 2020, the Company adopted ASC Topic 326, Financial Instruments – Credit Losses ("ASC 326"). ASC 326 impacts the impairment model for certain financial assets by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset. The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments, including fees and other receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. The Company's expectation is that the credit risk associated with fees and other receivables is not significant until they are 90 days past due based on the contractual arrangements and expectations of collection in accordance with industry standards. The Company believes no allowance for doubtful accounts is necessary at December 31, 2024. ### **Cash and Cash Equivalents** The Company considers all short term investments with an original maturity of 90 days or less to be cash equivalents. The Company maintains cash in bank accounts with four financial institutions, which at times, exceeds the established limit insured by the Federal Deposit Insurance Corporation ("FDIC"). At December 31, 2024, the Company's balances exceeded FDIC limits by \$4,302,720. The Company has not experienced any losses in such accounts and believes there is little or no exposure to any significant credit risk. #### **Incentive Compensation** Pursuant to the Company's discretionary incentive compensation program, certain employees, under specific circumstances, may be compensated at awarded percentages of placement fees and interest received less operating expenses incurred during a given calendar year. The awards are approved by management at the beginning of each calendar year. The Company recognizes incentive compensation expense quarterly as earned by the employees and is calculated based on placement fees and interest received less operating expenses incurred by the Company. The Company also has a discretionary quarterly bonus program. Incentive compensation is typically paid within 30 days after the end of each calendar quarter. Incentive compensation expense is included in compensation and related benefits on the consolidated statement of operations and any earned but unpaid incentive compensation is included in accrued compensation on the consolidated statement of financial condition. ### **Due from Funds** The Company is reimbursed by the Funds for all reasonable travel, telephone, printing, postage and other out-of-pocket expenses incurred in relation to the capital raising services provided. The Company recognizes an allowance for uncollectible reimbursable expenses due from Funds utilizing the CECL framework. At December 31, 2024, the Company believes no allowance for doubtful accounts is necessary. ### **Property and Equipment, Net** Property and equipment are recorded at cost. Depreciation and amortization are provided using straight line methods in accordance with accounting principles generally accepted in the United States of America over the estimated useful lives of the assets. {14}------------------------------------------------ | Asset | Life | Carrying
Value | |--------------------------------------------------|------------------------------------------------|-------------------| | Furniture and fixtures
Leasehold improvements | 4 - 7 years
The lesser of the life of lease | \$
261,905 | | | or the leasehold improvements | 298,717 | | | | 560,622 | | Less accumulated depreciation and amortization | | (450,942) | | Property and equipment, net | | \$
109,680 | At December 31, 2024, property and equipment consisted of the following: ### **Operating Leases** The Company recognizes operating lease right-of-use assets and operating lease liabilities associated with the present value of future minimum rental payments required under operating leases that have lease terms of more than 12 months as disclosed in Note 5. Operating leases are expensed on a straight line basis. ### **Income Taxes** Atlantic-Pacific Capital, Inc. ("APC, Inc.") has elected to be taxed under the provisions of subchapter "S" of the Internal Revenue Code. Under those provisions, APC, Inc. does not pay federal income taxes on its taxable income. Instead, the stockholder is liable for individual federal income taxes. Based upon various apportionment factors and state and local income tax laws, APC, Inc. may be liable for income taxes in certain states and cities in which APC, Inc. does business. APC Ltd. is liable for corporation taxes in the United Kingdom based upon its taxable income. APC Malta is liable for corporation taxes in Malta based upon its taxable income. APC Asia Ltd. is liable for corporation taxes in Hong Kong, a Special Administrative Region of the People's Republic of China, based upon its taxable income. Management has evaluated and concluded that the Company has taken no uncertain tax positions that require adjustment or disclosure in the financial statements. The Company's 2021 through 2024 tax years are open for examination by federal, state and local tax authorities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. #### **Use of Estimates in Financial Statements** The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimate in the consolidated financial statements is the allowance for doubtful accounts. Actual results may differ from those estimates. {15}------------------------------------------------ #### **Fair Value Measurements** The Company records its financial assets and liabilities at fair value. The accounting standard for fair value which provides a framework for measuring fair value clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting standard establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: **Level 1** – Quoted prices in active markets for identical assets or liabilities. **Level 2** – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. **Level 3** – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. ### **3. Aged Analysis of Placement Fees Receivable and Due From Funds** Placement fees receivable at December 31, 2024 and 2023 was \$9,600,826 and \$4,040,400, respectively. Due from funds at December 31, 2024 and 2023 was \$145,713 and \$259,745, respectively. The following table summarizes the aging of the Company's placement fees receivable and due from funds at December 31, 2024: | | Total Not
Past Due | 1-59 Days
Past Due | 60-89 Days
Past Due | 90 Days
Or More
Past Due | Total
Past Due | Total
Receivables | |----------------|-----------------------|-----------------------|------------------------|--------------------------------|-------------------|----------------------| | Placement fees | | | | | | | | receivable | \$ 8,666,451 | \$
684,375 | \$
- | \$
250,000 | \$
934,375 | \$
9,600,826 | | Due from funds | 113,834 | - | 2,948 | 28,931 | 31,879 | 145,713 | | Total | \$ 8,780,285 | \$
684,375 | \$
2,948 | \$
278,931 | \$
966,254 | \$
9,746,539 | {16}------------------------------------------------ #### **4. Provision for Income Taxes** Income taxes consisted of the following for the year ended December 31, 2024: | Current tax benefit | | |----------------------------|----------------| | APC, Inc. | \$
(10,063) | | APC Ltd. | (65,858) | | APC Asia Ltd. | (6,023) | | Total current tax benefit | (81,944) | | Current tax expense | | | APC Malta, Ltd | 7,539 | | Total current tax expense | 7,539 | | Deferred tax benefit | | | APC, Inc. | 257,853 | | Less valuation allowance | (257,853) | | Total deferred tax benefit | - | | Total income tax benefit | \$
(74,405) | At December 31, 2024, the Company had net deferred tax assets of \$257,853, relating to certain states and local jurisdictions. The deferred tax assets primarily relate to net operating losses and begin expiring in 18 years. At December 31, 2024, management has recorded a full valuation allowance against the deferred tax assets. The Company recognizes interest and penalties related to income taxes in income tax expense. #### **5. Operating Leases** The Company leases office space in various cities throughout the United States, Europe and Asia under noncancelable operating leases expiring at various dates through April 2029. The Company has no finance leases. Operating lease right-of-use assets and liabilities consisted of the following at December 31, 2024: | Assets
Operating lease right-of-use assets | \$ | 1,789,334 | |------------------------------------------------------------------------------------------------------------------------------------|----------|-----------------------------------| | Liabilities
Operating lease liabilities, current
Operating lease liabilities, long term
Total operating lease liabilities | \$
\$ | 487,354
1,505,682
1,993,036 | {17}------------------------------------------------ The following is a schedule of future minimum annual lease payments required under these noncancellable operating leases: | Year Ending December 31, | | |-----------------------------------|-----------------| | 2025 | \$
621,974 | | 2026 | 560,708 | | 2027 | 517,120 | | 2028 | 485,495 | | 2029 | 161,832 | | Total minimum payments required | 2,347,129 | | Less short-term leases | (23,217) | | Less imputed interest | (330,876) | | Total operating lease liabilities | \$
1,993,036 | The following is a schedule of total lease cost for the year ended December 31, 2024 which is reflected on the consolidated statement of operations as a component of general and administrative expenses: | Operating lease cost | \$
594,739 | |-----------------------|---------------| | Short-term lease cost | 84,226 | | Total lease cost | \$
678,965 | Additional information regarding the Company's leases at December 31, 2024 is as follows: Cash paid for amounts included in the measurement of operating liabilities \$636,301. | Weighted average remaining lease term | 4 years | |---------------------------------------|---------| | Weighted average discount rate | 6.32% | At December 31, 2024, the Company had \$186,379 of outstanding standby letter of credit ("LOC") issued in lieu of a security deposit on one of these operating leases. The LOC is fully secured by a certificate of deposit included in cash and cash equivalents on the Company's consolidated statement of financial condition. #### **6. Profit Sharing Plan and Pension Plan** The Company (the "Plan Sponsor") sponsors a defined contribution plan covering substantially all of its domestic employees. Contributions at the discretion of the Company are determined as a percentage of each covered employee's compensation and totaled \$132,670 for the year ended December 31, 2024. The Company also contributed to individual retirement accounts for its foreign employees in the United Kingdom and Hong Kong and contributions totaled \$26,808 for the year ended December 31, 2024. #### **7. Commitments and Contingencies** In the normal course of business, the Company enters into contracts that contain a variety of representations, warranties and indemnifications. The Company's maximum exposure under these arrangements is unknown, as this would involve potential future claims that may be made against {18}------------------------------------------------ the Company that have not yet occurred. However, based on experience, the Company expects the risk of loss to be remote. The Company may be subject to claims and litigation in the ordinary course of business. In management's opinion, based upon the information available at this time there are no litigation claims against the Company that would have a material impact on the operating results of the Company. ### **8. Related Party Transactions** The Company's sole stockholder from time to time uses Company resources to provide services to an affiliate also owned by the Company's stockholder. Amounts charged to this affiliate by the Company are at cost and recorded as a reduction of the actual expense incurred. Such amounts charged to the affiliate for the year ended December 31, 2024 totaled \$24,947. The Company has been reimbursed \$24,947 by the affiliate. #### **9. Customer Securities – Possession and Control Requirements** The Company is considered a Non-Covered firm in reliance on footnote 74 to SEC Release 34- 70073, and as discussed in Q&A 8 of the related FAQ issued by the SEC staff and as a result does not claim an exemption from certain provisions of Rule 15c3-3 under paragraph (k)(2)(i) of the Securities Exchange Act of 1934. The Company does not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, does not carry accounts of or for customers and does not carry proprietary securities accounts of broker-dealers. #### **10. Net Capital and Aggregate Indebtedness Requirements** The Company is subject to the Uniform Net Capital Rule (Rule 15c3-1) under the Securities Exchange Act of 1934, which requires the Company to maintain minimum net capital equal to the greater of \$5,000 or 6 2/3% of aggregate indebtedness and a ratio of aggregate indebtedness to net capital not exceeding fifteen to one. At December 31, 2024, the Company had net capital of \$2,098,603 which was \$2,007,746 in excess of the minimum net capital requirement of \$90,857. The Company's ratio of aggregate indebtedness to net capital was 0.65 to 1.0. {19}------------------------------------------------ **Supplemental Information December 31, 2024** {20}------------------------------------------------ # **Atlantic-Pacific Capital, Inc. Unconsolidated Computation of Net Capital Pursuant to SEC Rule 15c3-1 December 31, 2024** | Stockholder's equity | \$ 12,816,340 | |---------------------------------------------------------------------------------------|---------------| | Less: nonallowable assets | | | Placement fees receivable | 9,600,826 | | Investment in affiliates | 761,750 | | Due from funds | 145,713 | | Property and equipment, net | 109,680 | | Other assets | 99,302 | | Total nonallowable assets | 10,717,271 | | Less: haircuts | 466 | | | | | Net capital | \$ 2,098,603 | | Minimum net capital required (greater of \$5,000 or 6 2/3% of aggregate indebtedness) | 90,857 | | Excess net capital | \$ 2,007,746 | | Excess net capital at 1000 percent | \$ 1,962,318 | | Aggregate indebtedness | | | Deferred revenue | \$
680,000 | | Accounts payable and other accrued expenses | 267,358 | | Due to affiliate | 211,795 | | Operating lease liabilities, net | 203,707 | | Total aggregate indebtedness | \$ 1,362,860 | | | | | Ratio: Aggregate indebtedness to net capital | 0.65 to 1.0 | ### **Reconciliation of Net Capital and Unaudited Net Capital Pursuant to SEC Rule 17a-5(d)(4) December 31, 2024** The net capital computation above does not differ from the net capital computation filed by the Company per FOCUS Report on January 25, 2025. {21}------------------------------------------------ # **Atlantic-Pacific Capital, Inc. Unconsolidated Computation for Determination of Reserve Requirements and Information Relating to Possession or Control Requirements Pursuant to SEC Rule 15c3-3 December 31, 2024** The Company is considered a Non-Covered firm and does not claim an exemption under Rule 15c3-3 (k)(2)(i). {22}------------------------------------------------ # **Atlantic-Pacific Capital, Inc. Reconciliation of Audited Consolidated Statement of Financial Condition to the Atlantic-Pacific Capital, Inc. Unconsolidated Statement of Financial Condition As of December 31, 2024 (in U.S. dollars)** | | Audited
Consolidated
Statement
of Financial
Condition | Subsidiaries
Excluded,
Reclassifications,
and Eliminations | | Atlantic -
Pacific Capital, Inc.
Unconsolidated
Statement of
Financial
Condition | | |---------------------------------------------|-------------------------------------------------------------------|---------------------------------------------------------------------|-------------|-------------------------------------------------------------------------------------------------|------------| | Assets | | | | | | | Current assets | | | | | | | Cash | \$
5,323,571 | \$ | (1,005,143) | \$ | 4,318,428 | | Placement fees receivable | 6,080,798 | | - | | 6,080,798 | | Due from funds | 145,713 | | - | | 145,713 | | Other current assets | 98,177 | | (9,875) | | 88,302 | | Total current assets | 11,648,259 | | (1,015,018) | | 10,633,241 | | Placement fees receivable | 3,520,028 | | - | | 3,520,028 | | Operating lease right-of-use assets | 1,789,334 | | (57,050) | | 1,732,284 | | Other assets | 160,969 | | (149,969) | | 11,000 | | Property and equipment, net | 109,680 | | - | | 109,680 | | Investment in affiliates | - | | 761,750 | | 761,750 | | Total assets | \$
17,228,270 | \$ | (460,287) | \$ | 16,767,983 | | Liabilities and stockholder's equity | | | | | | | Current liabilities | | | | | | | Accrued compensation | \$
972,168 | \$ | (115,668) | \$ | 856,500 | | Deferred revenue | 680,000 | | - | | 680,000 | | Operating lease liabilities | 487,354 | | (57,046) | | 430,308 | | Accounts payable and other accrued expenses | 362,171 | | (94,813) | | 267,358 | | Due to affiliate | - | | 211,795 | | 211,795 | | Total current liabilities | 2,501,693 | | (55,732) | | 2,445,961 | | Operating lease liabilities | 1,505,682 | | - | | 1,505,682 | | Total liabilities | 4,007,375 | | (55,732) | | 3,951,643 | | Stockholder's equity | 13,220,895 | | (404,555) | | 12,816,340 | | Total liabilities and stockholder's equity | \$
17,228,270 | \$ | (460,287) | \$ | 16,767,983 | {23}------------------------------------------------ ![](_page_23_Picture_0.jpeg) {24}------------------------------------------------ ![](_page_24_Picture_0.jpeg) #### **Atlantic-Pacific Capital, Inc.'s Exemption Report** Atlantic-Pacific Capital, Inc. (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to raising capital from institutional investors and accredited investors for interests in private limited partnerships and other investment vehicles that are not registered or publicly traded and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Atlantic-Pacific Capital, Inc. I, Anthony Bossone, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. Anthony Bossone Chief Financial Officer February 6, 2025 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.