# DRAGONFLY CAPITAL PARTNERS, LLC X-17A-5 (2026-03-03) — Broker-dealer annual report
- Company: DRAGONFLY CAPITAL PARTNERS, LLC
- Form: X-17A-5
- Filed: 2026-03-03
- Period: 2025-12-31
- Accession: 0001215682-26-000003
- CIK: 1215682
- File #: 8-65772
- Type: Broker-dealer
- Material weakness: No
- Auditor: Jennifer Wray, CPA
- Auditor location: Sugar Land, TX
- Contact: Don Millen Jr.
- Phone: 7044887712
- Email: don@dragonflycapital.com
- Website: dragonflycapital.com
- Signed by: Don Millen (President)
Original filing: https://www.sec.gov/Archives/edgar/data/1215682/000121568226000003/dfcp_finstatements2025_1.pdf
---
{0}------------------------------------------------
Pablee UNITED STATES Copy
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12
# ANNUAL REPORTS FORM X-17A-5 PART II
| SEC FILE NUMBER | |
|-----------------|--|
| 8-065772 | |
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 01/01/2025 AND ENDING 12/31/2025
MM/DD/YY MM/DD/YY
A. REGISTRANT IDENTIFICATION
# NAME OF FIRM: Dragonfly Capital Partners, LLC
TYPE OF REGISTRANT (check all applicable boxes):
Broker-dealer ☐ Security-based swap dealer Major security-based swap participant Check here if respondent is also an OTC derivatives dealer
ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)
# 694 Pawley Rd., Suite 101
| | (No, and Street) | | |
|----------------------------------------------|---------------------------------------------------------------------------|--------------------------|--|
| Mt. Pleasant | SC | 29464 | |
| (City) | (State) | (Zip Code) | |
| PERSON TO CONTACT WITH REGARD TO THIS FILING | | | |
| Don Millen | 704-488-7712 | don@dragonflycapital.com | |
| (Name) | (Area Code - Telephone Number) | (Email Address) | |
| | B. ACCOUNTANT IDENTIFICATION | | |
| | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | |
| Jennifer Wray CPA PLLC | | | |
| 800 Bonnaventure Way, Suite 168 | (Name - if individual, state last, first, and middle name)
Sugar Land | TX | 77479 |
|---------------------------------------------------|--------------------------------------------------------------------------|---------|--------------------------------------------|
| (Address) | (City) | (State) | (Zip Code) |
| 11/30/2016 | | 6328 | |
| (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 , \_ \_ \_ \_ \_ \_ \_ \_ \_ \_ \_ \_ \_ \_ swear (er affirm) that, jo the aftirm) that, jo the , see for my knowledge and belief, the rs , as of oce in the 31 202 is true and correct. I further swear (or affirm) 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.
Signature: KATHERINE S. ALLEN Notary Public State of South Carolina Notary Public My Commission Expires Jul 16, 2034
### This filing\*\* contains (check all applicable boxes):
I (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).
- [ (d) Statement of cash flows.
- □ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity.
- [ (f) Statement of changes in liabilities subordinated to claims of creditors.
- □ (g) Notes to consolidated financial statements.
- [ (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.
- □ (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.
- O (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.
- □ (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-2, 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.
- □ >(p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- 1 (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable.
- □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- [] (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.
- [ (u) Independent public accountant's report based on an examination of the 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 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.
- □ (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.17a-12, as applicable.
- □ {y} Report describing any material inadequacies 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)(2), as applicable.
{2}------------------------------------------------
Public Copy
Statement of Financial Condition and Report of Independent Registered Public Accounting Firm
Dragonfly Capital Partners, LLC
As of December 31, 2025
{3}------------------------------------------------
# TABLE OF CONTENTS
# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
# FINANCIAL STATEMENTS
| Statement of Financial Condition | |
|----------------------------------|--|
| Notes to Financial Statements | |
{4}------------------------------------------------
### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To member of Dragonfly Capital Partners, LLC,
### Opinion on the Financial Statements
We have audited the accompanying statement of the financial condition of Dragonfly Capital Partners, LLC as of December 31, 2025, 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 Dragonfly Capital Partners, LLC as of December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
### Basis for Opinion
This financial statement is the responsibility of Dragonfly Capital Partners, LLC's management. Our responsibility is to express an opinion on Dragonfly Capital Partners, 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 Dragonfly Capital Partners, 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.
Jennifer Wray CPA PLLC
We have served as Dragonfly Capital Partners, LLC's auditor since 2021, Sugar Land, Texas
January 27, 2026
{5}------------------------------------------------
### Statement of Financial Condition
December 31, 2025
### Assets
| Cash and cash equivalents | | 9,926 |
|---------------------------------------|---|--------|
| Prepaid expenses | | 679 |
| Total assets | S | 10,605 |
| Liabilities and Member's Equity | | |
| Accounts payable | S | 3,100 |
| | | |
| Member's equity | | 7,505 |
| Total liabilities and member's equity | S | 10,605 |
The accompanying notes are an integral part of these financial statements.
{6}------------------------------------------------
### Notes to Financial Statements
December 31, 2025
#### 1. Organization
Dragonfly Capital Partners, LLC (the Company), a North Carolina limited liability company, is a wholly owned subsidiary of Dragonfly Capital Management, LLC (the Parent). The Company is a merchantbanking firm headquartered in Mt. Pleasant, South Carolina, serving small and middle-market companies in the southeastern United States. The Company offers unbiased advice and assistance to clients regarding private capital placements, mergers and acquisitions, and other financial assignments. The Company is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA").
#### 2. Summary of Significant Accounting Policies
### Cash and Cash Equivalents
The Company considers all highly liquid investments, which are readily convertible into known amounts of cash and have a maturity of three months or less when acquired to be cash equivalents.
### Fee Revenue
The Company's revenues are generated primarily through providing merger and acquisition and capital raise related advisory services. The Company receives non-refundable, monthly advisory fees to compensate for the substantial research and analysis performed as part of the engagement. The Company recognizes these non-refundable monthly advisory fees as earned in accordance with the terms of the engagement. The remainder of any fee revenue generated by the Company is recognized upon the closing of a transaction.
On January 1, 2018, the Company adopted ASU No. 2014-09 "Revenue from Contracts with Customers" (Topic 606) and all subsequent ASUs that modified Topic 606 using the modified retrospective approach. Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation.
The Company's revenue is comprised of advisory fee revenue. As such, the Company's accounting policies have not changed materially since the principles of revenue recognition from the guidance are largely consistent with prior guidance and current practices applied by the Company. Furthermore, significant revenue has not been recognized in the current reporting period that resulted from performance obligations satisfied in previous periods.
The Company only generated other revenue from interest on cash in the bank in the current year.
### Income Taxes
The Company is a limited liability company in which all elements of income and deductions are included in the tax return of the Parent. Therefore, no income tax provision is recorded by the Company. The Company does not believe that there are any material uncertain tax positions and accordingly, it will not recognize any asset or liability for unrecognized tax benefits. For the year ended December 31, 2025, there were no interest or penalties recorded or included in the Company's financial statements related to
{7}------------------------------------------------
income taxes. The Company believes it is no longer subject to income tax examinations for years prior to 2017.
### Member's Equity
The Company has one class of member's equity and it is owned 100% by the Parent.
### Management's Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
### Subsequent Events
The Company has analyzed its operations subsequent to December 31, 2025 through the date that the financial statements were available to be issued for potential recognition or disclosure in the financial statements.
#### 3. Related Party Transactions
The Company has a management with the Parent for the reimbursement of administrative costs, including the use of office space, utilities, and telephones. Reimbursements during 2025 for rent, utilities, and telephone use totaled \$6,000.
#### 4. Net Capital Requirements
The Company is subject to the SEC's Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital of \$5,000 and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2025, the Company had net capital of \$6,615 and its ratio of aggregate indebtedness to net capital was 0.47 to 1.
#### 5. Going Concern
As needed, the Company's members contribute capital to fund Company operations and maintain compliance with net capital requirements.
#### 6. Commitment and Contingencies
The Company has no commitments, no contingent liabilities, and had not been named as a defendant in any lawsuit on December 31, 2025, or during the year that ended.
{8}------------------------------------------------
## 7. Single Segment Reporting
The Company operates as a single line of business as a securities broker-dealer, which is comprised of several classes of services, including mergers and acquisitions and advisory work. The Company has identified its Managing member as the Chief Operating Decision Maker ("CODM") as specified in ASU 2023-07, who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital, which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay distributions. The Company's operations constitute a single operating segment and therefore, a single reporting segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. Company management reviewed the ASU 2023-07 disclosure requirements and determined that no additional disclosures are required as the Company has only a single reportable segment.
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.