# BOREALIS CAPITAL LLC X-17A-5 (2024-04-04) — Broker-dealer annual report - Company: BOREALIS CAPITAL LLC - Form: X-17A-5 - Filed: 2024-04-04 - Period: 2023-12-31 - Accession: 0001096906-24-000740 - CIK: 1961630 - File #: 8-71039 - Type: Broker-dealer - Material weakness: No - Auditor: Ohab and Company, PA - Auditor location: Maitland, FL - Contact: Dale Garnett - Phone: 206-499-0158 - Email: dale@borealiscapital-llc.com - Website: borealiscapital-llc.com - Signed by: Dale Garnett (CFO) Original filing: https://www.sec.gov/Archives/edgar/data/1961630/000109690624000740/audit.pdf --- {0}------------------------------------------------ | UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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hours per response: 12 | | |----------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|------|-----------------------|-----------------------------------------------------------------------------------------------------------------------|--| | | ANNUAL REPORTS | | | SEC FILE NUMBER | | | | FORM X-17A-5 | | | 8-71039 | | | | PART Ill | | | | | | | 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 1/1/2023 | | | AND ENDING 12/31/2023 | | | | | MM/DD/VY | | | MM/DD/VY | | | | A. REGISTRANT IDENTIFICATION | | | | | | NAME oF FIRM: Borealis Capital LLC | | | | | | | TYPE OF REGISTRANT {check all applicable boxes):
l:!J Broker-dealer
□ Check here if respondent is also an OTC derivatives dealer | □ Security-based swap dealer | | | □ Major security-based swap participant | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | 330 112th Avenue# 300 | | | | | | | | (No. and Street) | | | | | | Bellevue | WA | | | 98004 | | | (City) | (State) | | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | Dale Garnett | 206.499.0158 | | | dale@borealiscapital-llc.com | | | (Name) | (Area Code - Telephone Number) | | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | Ohab and Comapny, PA | (Name - if individual, state last, first, and middle name) | | | | | | 100 E Sybelia Ave #130 Maitland | | | FL | 32751 | | | (Address) | (City) | | (State) | (Zip Code) | | | July 28, 2004 | | 1839 | | | | | rte
of R,g;,t,atkm with PCAOBII• appllcoble) FOR OFFICIAL USE ONLY | | | | (PCAOB Reg;ma1;,o N,m,~. ;f '""""'' I | | | • 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 ilS the basis of the exemption. See 17 CFR 240.17a-5(e)(l)(ii), if applicable. Persons who are to respond to the collection of information contained ln this form are not required to respond unless the form displays a currently **valid 0MB** control number. {1}------------------------------------------------ ### **OATH OR AFFIRMATION** | ~=------
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I | 2f!M, is true and correct. I further swear (or affirm) that neitller 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. ![](_page_1_Figure_4.jpeg) Signaiu~ Title: **C"** *I= c::,* # **This filing\*\* contains (check all applicable boxes):** - 1kt' (a) Statement of financial condition. - [l;!" (bl Notes to consolidated statement of financial condition. - 111"" (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). - 10" (d) Statement of cash flows. - ~ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - u;y'(g) Notes to consolidated financial statements. - CB"" (h) Computation of net capital under 17 CFR 240.1Sc3-1 or 17 CFR 240.lSa-l, as applicable. - 0 (i) Computation of tangible net worth under 17 CFR 240.lSa-2. - D U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3-3. - 0 (kl 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.lSa-4, as applicable. - □ (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - D (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - D (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.lSa-4, as applicable. - uf (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.lSa-1, or 17 CFR 240.lSa-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.lSa-4, as applicable, If material differences exist, or a statement that no material differences exist. - D (p) Summary of financial data for subsidiaries not consolidated in t he statement of financial condition. - ~ (q) Oath or affirmation In accorda nee with 17 CFR 240.l 7a-5, 17 CFR 240.17a-12, or 17 CFR 240.lSa-7, as applicable. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.lSa-7, as applicable. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - [µ-' (t) Independent public accountant's report based on an examination of the statement of financial condition. - D (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.lSa-7, or 17 CFR 240.17a-12, as applicable. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (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-ie 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). D(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}------------------------------------------------ # REPORT PURSUANT TO RULE 17a-5(d) #### YEAR ENDED DECEMBER 31, 2023 The report is deemed **CONFIDENTIAL** in accordance with Rule I 7a-5(eX3) under the Securities Exchange Act of 1934. A statement of financial condition has been filed with the Securities and Exchange Commission simultaneously herewith as a **PUBLIC DOCUMENT.** {3}------------------------------------------------ # **CONTENTS** | | Page | |---------------------------------------------------------------------------|------| | Independent Auditors' Report | 3 | | Statement of Financial Condition | 4 | | Statement of Operations | 5 | | Statement of Changes in Shareholders' Equity | 6 | | Statement of Cash Flows | 7 | | Notes to Financial Statements | 8 | | Supplementary Schedule: | | | Computation of Net Capital Pursuant to Unifonn Net Capital
Rule 15c3-1 | 11 | | Report of Independent Registered Public Accounting Firm | 12 | | Exemption Report | 13 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) I 00 E. Sybelia Ave. Suite 130 Maitland, FL 32751 *Certified Public Accountants* Email: pam@ohabco.com Telephone 407-740-7311 Fax 407-740-6441 ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholder of Borealis Capital, LLC ### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Borealis Capita!, LLC as of December 31, 2023, and the related notes (collectively referred to as the "financial statement"}. In our opinion, the financial statement presents fairly, in all material respects, the financial position of Borealis Capital, LLC as of December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. ### **Basis for Opinion** This financial statement is the responsibility of Borealis Capital, LLC's management. Our responsibility is to express an opinion on Borealis Capital, LLC's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Borealis Capital, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. ~rflr We have served as Borealis Capital, LLC's auditor since 2023. Maitland, Florida March 15, 2024 {5}------------------------------------------------ # **ST A TEMENT OF FINANCIAL CONDITION DECEMBER 31, 2023** ASSETS Current Assets Cash Deposits Total Assets \$50,203 2 #### LIABILITIES ANO MEMBERS EQUITY Member Equity Total Liabilities and Equity i~Q.Nj ~Q.205 The accompanying notes are an integral part of this statement. {6}------------------------------------------------ # **STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023** | | Jan -Dec | |------------------------------------|----------| | Revenue | \$3,500 | | Expenses | | | General and Administrative expense | 25 | | Insurance expense | 691 | | Professional fees | 9,000 | | Regulatory and licenses | 8,644 | | | | | Total expenses | \$18,360 | Net Loss \$(14,860) {7}------------------------------------------------ # **STATEMENT OF CHANGES IN MEMBER'S EQUITY YEAR ENDED DECEMBER 31, 2023** | Balance at January I, 2023 | \$61,065 | |----------------------------|-----------------------| | Net Profit (Loss) | (14,860) | | Capital Contributions | __
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4,000 | | | | Balance at December 31, 2023 The accompanying notes are an integral part of this statement. 6 {8}------------------------------------------------ # **STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2023** | | December
31,2023 | |-------------------------------------------------|---------------------| | OPERA TING ACTIVITIES | | | Net Profit (loss) | \$(14,860) | | | | | Decrease in Member Contribution | 49,826 | | Net cash used in operating activities | 34,966 | | CASH FLOWS FROM FINANCING | | | Member's capital additions | 4 000 | | Net cash provided by financing activities | 4,000 | | | | | Net cash increase for period | 38,966 | | Cash and Cash Equivalents, at beginning of year | 11,239 | | Cash and Cash Equivalents, at end of year | | The accompanying notes are an integral part of this statement. {9}------------------------------------------------ ## **NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** # A) Nature of Business Borealis Capital LLC (the "Company") is a single member limited liability company established in October 2020. that provides advisory services related to mergers. acquisitions, and other corporate transactions which involve the transfer or issuance of securities. On June 14, 2023, the Company's application with the U.S. Securities and Exchange Commission for registration as a broker/dealer pursuant to Section l 5(b) of the Securities Exchange Act of 1934 was approved. The Company is a member of the Financial Industry Regulatory Authority **(FINRA).** ## 8) Basis of Accounting The Company's financial statements are prepared using accrual basis of accounting in accordance with accounting principles general accepted in the United States of America. It is the responsibility of management to make sure that the generally accepted accounting principles are followed. #### C) Income Taxes The Company, with the consent of its member, has elected to be treated as a disregarded entity for federal and state income tax purposes. As a result, the taxable income of the Company will be included in the income tax return of its member, in accordance with the provisions of the Internal Revenue Code. As such. there is no provision for income taxes. The Company has adopted ASC Topic 740-10, *Accoimtingfor Uncertainty in Income Taxes.* which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. For the year ended December 31, 2023, the Company has no material uncertain tax positions to be accounted for in the financial statements under the new rules. The company recognizes interest and per.alties. if any, related to unrecognized tax benefits in interest expense. The Company is subject to routine audits by taxing jurisdiction; however. there are currently no audits for any tax periods in progress. Management believes it is no longer subject to income tax examinations for the years prior to 2020. D) Revenue Recognition: Revenue from contracts from customers Revenue from contracts with customers includes fees from investment banking and advisory services. The recognition and measurement of revenue is based is based upon the assessment of individual contract terms. Significant judgement is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate the transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; whether revenue should be presented as gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events {10}------------------------------------------------ Financial instruments that potentially subject the company to credit risk consist primarily of cash balances and accounts receivable. The Company maintains bank and brokerage accounts with major financial institutions. At times, such amounts may exceed FDIC limits. For purposes ofreporting cash flows, The Company considers all highly liquid investments purchased with a maturity of three months or less at acquisition as and cash equivalents in the accompanying balance sheet. ## E) Regulatory Requirements The Company is a registered broker-dealer and, accordingly, is subject to the net capital rules of the Securities Exchange Commission. Under these rules, the Company is required to maintain minimum Net Capital. as defined under Rule 15c3-l of the Securities Exchange Act of 1934 (as amended). F) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. # **NOTE 2- RELATED PARTY TRANSACTIONS** The Company entered into a management agreement whereby the Company reimburses the owner for certain costs that are shared between the entities. These costs include the use of facilities and other operating expenses. The amount paid to the related party pursuant to the management agreement for the year ended December 31, 2023 totaled \$0. As of December 31, 2023, there were no amounts due to the related party. #### **NOTE** 3 - **CONCENTRATIONS OF CREDIT RISK** All of the Company's cash is maintained in a single bank. The Company has exposure to credit risk to the extent its cash exceeds the amounts covered by federal deposit insurance. For the year ended December3 l, 2023 the amounts covered by federal deposit insurance is \$250,000. As of December 31, 2023, there were no uninsured amounts. ## **NOTE 4** - **COMMITMENTS AND CONTINGENCIES** The Company does not have any commitments or contingencies. #### **NOTE 5-SUBSEQUENT EVENTS** Management has evaluated the Company's subsequent events and transactions that occurred through the date which the financial statements were available to be issued and determined the Company has no events and transactions occurring subsequent to March 17, 2024 requiring disclosure. {11}------------------------------------------------ # **Borealis Capital LLC** # **Computation of Net Capital** As of December 31, 2023 Schedule I | Total Capital from Statement of Financial Condition | | 50,205 | |-----------------------------------------------------|----------------------|--------| | Less | Non Allowable Assets | (2) | | Net Capital Before Haircuts on Securities Positions | | 50,203 | | Less | Haircuts | 0 | | Net Capital | | 50,203 | # **Aggregate Indebtedness** | Total A.I. Liabilities | 0 | |-----------------------------------|----| | Percentage of A.I. To Net Capital | 0% | # **Computation of Basic Net Capital Requirement** | Minimum Net Capital (6 2/3% of Total A.I.) | 0 | |--------------------------------------------------------------------|--------| | Minimum Dollar Net Capital Required | 5,000 | | Net Capital Requirement (Greater of Al or Dollar Amnt Requirement) | 5,000 | | Excess Net Capital | 45,203 | Note: There are no material differences between the below computation of net capital and the corresponding computation as submitted by the Company with the unaudited Form X-17 A-5 Part II-A Filing, as of December 31. 2023. {12}------------------------------------------------ ![](_page_12_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 32751 *Certified Public Accountants* Email: pam@ohabco.com Telephone 407-740-7311 Fax 407-740-6441 ## REPORT OF INDEPENDENT REGISTERED PUBLIC **ACCOUNTING** FIRM To the Board of Directors and Shareholder of Borealis Capital, LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Borealis Capital, LLC as of December 31, 2023, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of Borealis Capital, LLC as of December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of Borealis Capital, LLC's management. Our responsibility Is to express an opinion on Borealis Capital, LLC's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Borealis Capital, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. We have served as Borealis Capital, LLC's auditor since 2023. Maitland, Florida March 15, 2024 {13}------------------------------------------------ ![](_page_13_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 32751 *Certified Public Accountants* Email: pam@ohabco.com Telephone 407-740-73 11 Fax 407-740-6441 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholder of Borealis Capital, LLC We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) Borealis Capital, LLC (the Company) did 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 private placements and mergers and acquisitions and . In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance **with** paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or Its agent and not to the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Borealis Capital, LLC's management is responsible for compliance with the provisions contemplated by Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.A. § 240.17a-5 and related SEC Staff Frequently Asked Questions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required ,procedures to obtain evidence about Borealis Capital, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based upon the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. Ohab and Company, PA Maitland, Florida March 15, 2024 {14}------------------------------------------------ # **EXEMPTION REPORT** To Whom It May Concern, To the best knowledge and belief of Borealis Capital LLC (the "Company"), the Company claimed exemption from possession or control requirements of SEC Rule l 5c3-3 under subparagraph (k)(2)(ii) for the fiscal year ended December 31, 2023. This sub paragraph states: - (k) EXEMPTIONS - (2) The provisions of this rule shall not be applicable to a broker or dealer: - (ii) Who, as an introducing broker or dealer, clears all transactions with and for customers on a fully disclosed basis with a clearing broker or dealer, and who promptly transmits all customer funds and securities to the clearing broker or dealer which carries all of the accounts of such customers and maintains and preserves such books and records pertaining thereto pursuant to the requirements of§§ 240. l 7a-3 and 240. I 7a-4 of this chapter. as are customarily made and kept by a clearing broker or dealer. The Company met the identified exemption provisions throughout the most recent fiscal year without exception. #~- Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.