# SAPENO INC. X-17A-5 (2026-01-29) — Broker-dealer annual report - Company: SAPENO INC. - Form: X-17A-5 - Filed: 2026-01-29 - Period: 2025-11-30 - Accession: 0001211535-26-000001 - CIK: 1211535 - File #: 8-65721 - Type: Broker-dealer - Material weakness: No - Auditor: Mercurius & Associates LLP - Auditor location: New Delhi, Delhi, K7 - Contact: Richard Malpas - Phone: 44(20)70791603 - Email: info@ma1llp.com - Website: ma1llp.com - Signed by: Richard Malpas (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1211535/000121153526000001/public.pdf --- {0}------------------------------------------------ # SAPENOINC. FINANCIAL STATEMENT AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM NOVEMBER 30, 2025 {1}------------------------------------------------ ![](_page_1_Picture_0.jpeg) **MERCURIUS** & **ASSOCIATES** LLP +91 11 **4559 6689** info@ma1llp.com ~ **www.ma1llp.com** #### **Report of Independent Registered Public Accounting Firm** #### **To the Shareholders and Board of Directors of Sapeno Inc.** #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of the Sapeno Inc. (the "Company") as of November 30, 2025, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respect, the financial position of the Company as of November 30, 2025, in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** The financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the company'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 the Company 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 from 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 statement. 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 statement. We believe that our audit of the financial statement provides a reasonable basis for our opinion. #### **Mercurius** & **Associates LLP** We have served as the Company's Auditor since 2023. New Delhi, India January 29, 2026 ![](_page_1_Picture_15.jpeg) LLPIN: AAG-1471 A-94/8, Wazixpur Industrial Area New Delhi-1100S2, India {2}------------------------------------------------ ## **SAPENOINC.** #### **STATEMENT OF FINANCIAL CONDITION** #### **NOVEMBER 30, 2025** #### **ASSETS** | Cash | \$
43,696 | |----------------------------|--------------| | Accrned fees receivable | 42,525 | | Prepaid expenses and other | 2,581 | | Total assets | \$
88,802 | #### **LIABILITIES AND SHAREHOLDER'S EQUITY** | Liabilities: | | | |----------------------------------------------------|--------------|---------| | ed fees
Defen | \$
5,000 | | | Accounts payable and accrned expenses | 5,512 | | | Total liabilities | 10,512 | | | Shareholder's Equity | | | | Common stock, no par value, authorized 200 shares, | | | | issued and outstanding 100 shares | 5,000 | | | Additional paid-in capital | 284,123
| I-----. | | Accumulated deficit | (210,833) | | | Total shareholder's equity | 78,290 | | | Total liabilities and shareholder's equity | \$
88,802 | | The accompanying notes are an integral part of these financial statements. {3}------------------------------------------------ # **SAPENOINC. NOTES TO FINANCIAL STATEMENTS NOVEMBER 30, 2025** # **1. ORGANIZATION AND NATURE OF BUSINESS** Sapeno Inc. (the "Company" or "Sapeno") is a broker-dealer registered under Section l 5(b) of the Securities Exchange Act of 1934. The Company is cmTently a member of the Financial IndustJ.y Regulatory Authority (FINRA), the securities indust:J.y's non-governmental regulatory organization, formed by consolidation of the regulatory operations of NASD and NYSE. It had been a member of the National Association of Securities Dealers (NASD) since June 5, 2003. The Company was incorporated on July 12, 2002 in the State of New York and has its principal business location in London, England. It is a wholly owned subsidiary of Sapeno Partners LLP ("SP") which is based in London, United Kingdom. The Company does not cany securities accounts for customers, nor does it perform custodial functions relating to customer securities. ## Recent Issued Accounting Pronouncements The Company does not believe that the adoption of any recently issued, but not yet effective, accounting standards will have a material effect on its financial position and results of operations. # **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** # Basis of Presentation The accompanying fmancial statements have been prepared in conformity with U.S generally accepted accounting principles ("GAAP") and the rules and regulations of the United States Securities and Exchange Commission (the "Commission"). It is management's opinion, that all material adjustments (consisting of normal recmTing adjustments) have been made which are necessary for a fair fmancial statement presentation. # Accounting Basis The Company uses the accrual basis of accounting for financial statements and income tax reporting. Accordingly, revenues are recognized when services are rendered, and expenses realized when the obligation is incuned. # Cash and Cash Equivalents The Company considers all highly **liquid** investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are canied at cost, which approximates market value. # Use of Estimates The preparation of fmancial 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 the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. {4}------------------------------------------------ ### **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** ### Revenue Recognition The Company recognizes revenue to depict the transfer of promised services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those services. The guidance requires an entity to follow a five-step model to (a) identify the contract(s) with a customer, (b) identify the perfo1mance obligations in the contract, ( c) dete1mine the transaction price, ( d) allocate the transaction price to the perfo1mance obligations in the contract, (e) recognize revenue when (or as) the entity satisfies a perfo1mance obligation. In dete1mining the transaction price, an entity may include 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 receives introductmy fees for introduction to US Investors. Introductmy fee contracts are for multiple years. The Company is compensated by a percentage of the Asset Manager's management fee collected. These fees are paid in a1Tears to the Asset Manager, after the end of each calendar quaiter or month depending on the payment time frame of the particular strategy. The Compai1y also receives revenues from consulting fee se1vices. Fees ai·e recognized when services are provided. If it is determined that services were not fully completed or are for a monthly fee for a period of time, revenue is defe1Ted over the life of that agreement and amortized into cunent year revenue ratably over the life of the agreement. ### Significant Judgments The recognition and measurement of revenue is based on the assessment of individual contract tenns. Significant judgment is required to determine whether perfonnance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple perfmmance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. ### Allowance for Credit Losses The Company follows ASC Topic 326, Financial Instrnments - Credit Losses ("ASC 326"). ASC 326 impacts the impaiiment model for ce1tain financial assets by requiring a cunent expected credit loss ("CECL") methodology to estimate expected credit losses over the entii-e life of the financial asset. The Company did not have any accounts receivable impacted by the guidance. An allowance for credit losses may be based on the Company's expectation of the collectability of its receivables utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and cmrent and future economic conditions that my affect the Company's expectation of the collectability in dete1mining the allowance for credit losses. {5}------------------------------------------------ # **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** # Acc111ed Fees Receivable Acc111ed fees receivable is recorded at the amount the Company expects to collect on balances outstanding at year-end. The determination of the amount ofuncollectible accounts is based on the length of time each receivable has been outstanding, and a reasonable assessment of the capacity of the debtor to pay the receivable. The allowance for uncollectible amounts reflects the amount of loss that can be reasonably estimated by management and is included as paii of operating expenses in the accompanying statement of operations. As of November 30, 2025, the Company has not recorded an allowance for any potential noncollection. # Income Taxes Income taxes are accounted for under the asset and liability method in accordance with FASB ASC 740, *Income Taxes.* Defened tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial canying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit cany fo1wards. Defened tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those tempora1y differences are expected to be recovered or settled. The effect on defened tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets ai·e reduced by a valuation allowance to the extent that the recoverability of the asset is unlikely to be recognized. The principal components of the defened tax assets relate to net operating loss carryovers. As of November 30, 2025, the Company had net operating loss canyovers approximating \$224,081. Because of the unce1iainty in the Company's ability to utilize the net operating loss canyovers, a full valuation allowance has been provided on the defened tax asset at November 30, 2025. The Company follows ASC 7 40 111les governing unce1tain tax positions, which provides guidance for recognition and measurement. This prescribes a threshold condition that a tax position must meet for any of the benefits of the unce1iain tax position to be recognized in the fmancial statements. It also provides accounting guidance on derecognition, classification and disclosure of these unce1iain tax positions. At November 30, 2025, management has detennined that the Company has no unce1iain tax positions that would require financial statement recognition. # Fair Values of Financial Inst111ments Financial Accounting Standards Board Accounting Standards Codification ("ASC") 825, "Financial Inst111ments," requires the Company to disclose estimated fair values for its financial instlllments. Fair value estimates, methods, and assumptions are set f01th below for the Company's financial instrnments: The canying amount of cash, accounts receivable, prepaid and other cmTent assets, accounts payable and acc111ed expenses, and accounts payable to related pa1ties, approximate fair value because of the sh01t maturity of those instrnments. {6}------------------------------------------------ # **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** # Segment Repo1ting The Company is engaged in a single line of business as a securities broker-dealer, which is comp1ised of providing investor introductions to Asset Managers. The accounting policies for fees are the same as those described in the summaiy of significant policies. The chief operating decision maker assesses performance for the agency fee segment and decides how to allocate resources based on net income that is reported on the income statement. The measurement of segment assets is reported on the statement of financial condition as total assets. The chief operating decision maker uses net income to evaluate the results of the business operations and make decision whether to reinvest profits into the entity. The chief operating decision maker also uses net income in competitive analysis by benchmarking competitors. The Company's chief operating decision maker is the Chief Executive Officer. # **3. NET CAPITAL** The Company is subject to the SEC Unifo1m Net Capital Rule (Rule 15c3-l), which requires the maintenance ofmininmm net capital of\$5,000, and requires that the ratio of aggregate indebtedness to net capital, both as defined, not exceed 15 to 1. The rnle also provides that equity capital may not be withdrawn, cash dividends paid or the Company's operations expanded, if the resulting net capital ratio would exceed 10 to 1. At November 30, 2025, the Company had net capital of \$33,183 which was \$28,183 in excess of the FINRA minimum net capital requirement of \$5,000. # **4. CONCENTRATION OF CUSTOMER REVENUES** For the year ended November 30, 2025, two customers accounted for 90% of the Company's revenues, which accounted for 100% of accrued fees receivable as of November 30, 2025. Major customers are those that account for more than 10% of revenue. # **5. COMMITMENTS AND CONTINGENCIES** # Litigation The Company may be involved in legal proceedings in the ordinaiy course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Cunently, the Company is not involved in any legal proceedings. {7}------------------------------------------------ ### **6. ANNUAL REPORT ON FORM X-17A-5** The annual rep01i to the Securities and Exchange Commission on Form X-17A-5 is available for examination and copying at the Company's office and at the regional office of the Securities and Exchange Commission. ### 7. **SUBSEQUENT EVENTS** The Company evaluated events occmTing between the end of its fiscal year, November 30, 2025, and the auditor's repo1t date, when the financial statements were issued. All subsequent events requiring recognition as of the auditor's repo1i date, January 29, 2026, have been incorporated into these financial statements herein. {8}------------------------------------------------ ### **SCHEDULE** I ### **SAPENO INC.** # **COMPUTATION OF NET CAPITAL, AGGREGATE INDEBTEDNESS, AND BASIC NET CAPITAL REQUIREMENT PURSUANT TO RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION** | Aggregate Indebtedness | | |----------------------------------------------------------------------------|--------------| | Deferred fees
\$ | 5,000 | | Accounts payable and accmed expenses | 5,512 | | Total Aggregate Indebtedness | 10,512
\$ | | Total Shareholder's Equity | 78,290
\$ | | Adjustments to Net Capital | | | Accmed fees receivable
(42,525) | | | Prepaid expenses and other
(2,581) | | | Total Adjustments to Net Capital | (45,106) | | Net Capital, as defined | 33,184
\$ | | Computation of Basic Net Capital Requirement | | | (a) Minimum net capital required (6 2/3 % of total aggregate indebtedness) | 701
\$ | | (b) Minimum net capital required of broker dealer | 2,000
\$ | | Net Capital Requirement (Greater of (a) or (b)) | 5,000
\$ | | Net Capital In Excess of Requirement | 28,184
\$ | | Net Capital less greater of I 0% of A.I. or | 27,184
\$ | | 120% of Net Capital Requirement | | | Ratio Of Aggregate Indebtedness To Net Capital | .32 to 1 | | Reconciliation with the Company's computation of net capital: | | | Net capital as rep01ted in the Company's Pait IIA (unaudited) | | | Focus Repoit | 33,184
\$ | | Net audit adjustments | | | Increase in non-allowable and haircuts | | | Net capital per above | 33,184
\$ | | | | ### **NOVEMBER 30, 2025** There are no material differences between the computation of net capital presented above and the computation of net capital in the Company's unaudited F 01m X-1 7 A-5, Pa1·t IIA filing as of November 30, 2025. {9}------------------------------------------------ # **SAPENOINC.** # **EXEMPTION REPORT PURSUANT TO RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION** # **NOVEMBER 30, 2025** Sapeno Inc. (the "Company") is a registered broker-dealer subject to Rule l 7a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240. l 7a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by l 7C.F.R. §240. l 7a-5(d)(l) 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.l 7a-5 because the Company limits its business activities exclusively to private placement of securities, advisory and other similar services and therefore, 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. (3) The Company had no exceptions under SEC Rule 15c3-3 throughout the most recent fiscal year. I, Richard Malpas, affirm that, to my best knowledge and belief, this Exemption Report is true and correct, without exception. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.