# BREN VENTURES LLC X-17A-5 (2026-03-02) — Broker-dealer annual report

- Company: BREN VENTURES LLC
- Form: X-17A-5
- Filed: 2026-03-02
- Period: 2025-12-31
- Accession: 0001353227-26-000002
- CIK: 1353227
- File #: 8-67245
- Type: Broker-dealer
- Material weakness: No
- Auditor: Horowitz & Ullmann, P.C.
- Auditor location: New York, NY
- Contact: Jon Bren
- Phone: (212) 644-8899
- Email: jbren@brenventures.com
- Website: brenventures.com
- Signed by: Jon Bren (President)

Original filing: https://www.sec.gov/Archives/edgar/data/1353227/000135322726000002/2025BrenCertAuditfull.pdf

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**BREN VENTURES LLC** 

**FINANCIAL STATEMENTS** 

**DECEMBER 31, 2025** 

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**UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL REPORTS FORM X-17A-5 PARTHI FACING PAGE**  OMS APPROVAL 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-67245 Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 FIUNG FOR THE PERIOD BEGINNING 0 1/01 /25 MM/DD/YY AND ENDING **12/31 /2<sup>5</sup>** MM/DD/VY **A. REGISTRANT IDENTIFICATION**  NAME oF FIRM: Bren Ventures, LLC TYPE OF REGISTRANT (check all applicable boxes): 0 Broker-dealer D Security-based swap dealer D 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.) 445 Park Avenue, 9th Fir (No. and Street) New York **NY**  (City) (State) PERSON TO CONT ACT WITH REGARD TO THIS FILING 10022 (Zip Code) Jon Bren (212) 644-8899 jbren@brenventures.com {Name) (Area Code - Telephone Number) {Email Address) **B. ACCOUNTANT IDENTIFICATION**  INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* Horowitz & Ullmann, P.C. (Name- if individual, state last, first, and middle name) 232 Madison Avenue, Suite 1200 **New York NY**  (Address) (City) (State) 12/17/2003 921 10016 (Zip Code) T " of Reg;strntioo wch PCAOB)lff applkablel **FOR OFFICIAL USE ONLY**  (PCAOB Reg;matioe N"mboc, ff appHcable) 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 as the basis of the exemption. See 17 CFR 240.17a-S(e)(l)(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 0MB control number.** 

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#### **OATH OR AFFIRMATION**

| Jon Bren<br>I<br>,                                            | swear (or affirm) that, to the best of my knowledge and belief, the                                                  |       |
|---------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------|-------|
| financial report pertaining to the firm of Bren Ventures, LLC |                                                                                                                      | as of |
| December<br>31                                                | 2� is true and correct. I further swear (or affirm) that neither the company nor any                                 |       |
| partner, officer,                                             | has any proprietary interest in any account classified solely<br>director, or equivalent person, as the case may be, |       |
| asthatofacustomer.                                            | ��/                                                                                                                  |       |
|                                                               | Signature: �<br>,,<br>.,,_,_.-, ,.,,,_ __ _                                                                          |       |

Title: President

**This filing\*\* contains (check all applicable boxes):** 

- � (a} Statement of financial condition.
- D (b) Notes to consolidated statement of financial condition.
- iii (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}.
- Iii {d} Statement of cash flows.
- iii (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.
- !!! (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.
- D {i) Computation of tangible net worth under 17 CFR 240.18a-2.
- D {j} Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- D {k) Computation for determinati.on 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.
- iii (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 240.18a-4, as applicable.
- � (o) ReconciHations, 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.l&a-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. •
- D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- iii (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.
- D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- ii {s ) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- D (t) Independent public accountant's report based on an examination of the statement of financial condition.
- ii {u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CfR 240.17a-S, 17 CFR 240.18a-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.
- iii (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-S 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.
- D (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.*

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## **BREN VENTURES LLC**

## **TABLE OF CONTENTS**

|                                                                                                    | Page No. |
|----------------------------------------------------------------------------------------------------|----------|
| Report of Independent Registered Public Accounting Firm                                            | 1-2      |
| Statement of Financial Condition                                                                   | 3        |
| Statement of Income                                                                                | 4        |
| Statement of Cash Flows                                                                            | 5        |
| Statement of Changes in Member's Equity                                                            | 6        |
| Notes to Financial Statements                                                                      | 7-9      |
| Computation of Net Capital Under SEC Rule 15c3-1 (Schedule I)                                      | 10       |
| Computation for Determination of Reserve Requirements Under Rule 15c3-3<br>(Schedule II)           |          |
| Information Relating to the Possession or Control Requirements Under Rule 15c3-3<br>(Schedule III) |          |
| Report of Independent Registered Public Accounting Firm for Exemption Report<br>under Rule 15c3-3  |          |
| Exemption Report Pursuant to Rule 15c3-3                                                           | 14       |

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#### **HOROWITZ & ULLMANN, P.C . Certified Public Account ants**

**A member of the AICPA Center for Audit Quality New York State Society of CPAs PCAOB registered** 

**232 Madison Avenue, Suite 1200 New York. NY 10016 Telephone: (212) 532-3736 Facsimile: (212) 545-8997 E-mail: cpas@horowitz-ullmann.com** 

## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Member of Bren Ventures LLC

*Opinion on the Financial Statements* 

We have audited the accompanying statement of financial condition of Bren Ventures LLC ("the Company") as of December 31, 2025, the related statements of income, changes in member' s equity and cash flows for the year then ended, and the related notes and schedules ( collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

### *Basis for Opinion*

These financial statements are the responsibil ity of the Company's management. Our responsibility is to express an opinion on the Company's financial statements 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 statements are free of material mi sstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include 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 audits provide a reasonable basis for our opinion.

### *Auditor 's Report on Supplemental Information*

The information in Schedules number "l" through "3" has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements . The supplemental information is the responsibility of the Company's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as appl icable, and performing procedures to test the

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completeness and accuracy of the infonnation presented in the supplemental infonnation. In fonning our opinion on the supplemental infonnation, we evaluated whether the supplemental infonnation, including its fonn and content, is presented in confonnity with 17 C.F .R. §240. l 7a-5. In our opinion, the infonnation in Schedules number "l" through "3" is fairly stated, in all material respects, in relation to the financial statements as a whole.

We have served as the Company's auditor since 2006.

*iJ-�* ¢ *�Pc.* 

New York, NY February 27, 2026

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### **BREN VENTURES LLC STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025**

### **ASSETS**

| CURRENT ASSETS                        |                  |
|---------------------------------------|------------------|
| Cash                                  | \$43<br>,894     |
| Accounts Receivable                   | 19,000           |
| Prepaid expenses                      | 3 907            |
| Total current assets                  | 66,80<br>1       |
| TOTAL ASSETS                          | 66,80<br>1<br>\$ |
| LIABILITIES AND MEMBER'S EQUITY       |                  |
| CURRENT LIABILITIES                   |                  |
| Accounts Payable and Accrued Expenses | \$ 26,43<br>5    |
| TOTAL LIABILITIES                     | \$ 26,43<br>5    |
| MEMBER'S EQUITY                       | 40,366           |
| TOTAL LIABILITIES AND MEMBER'S EQUITY | \$66,80<br>1     |

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### **BREN VENTURES LLC STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2025**

| REVENUES                   |              |
|----------------------------|--------------|
| Consulting Fee income      | 19,002<br>\$ |
| Total Income               |              |
|                            | 19,002<br>\$ |
|                            |              |
| EXPENSES                   |              |
| Professional fees          | 40,646       |
| Travel                     | 54,248       |
| Meals and entertainment    | 1 8,743      |
| Insurance                  | 35,799       |
| Office Expense             | 9,079        |
| Auto expense               | 12,707       |
| Regulatory fees & expenses | 4,447        |
| Technology                 | 7,566        |
| Dues & subscriptions       | 1 ,395       |
| Rent                       | 2,120        |
| Total expenses             | 1 86,750     |

### **NET LOSS FOR THE YEAR**

**\$ (167,748)** 

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# **BREN VENTURES LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025**

#### **CASH FLOWS FROM OPERATING ACTIVITIES**

| Net Loss                                          | \$ | (1<br>67,748) |
|---------------------------------------------------|----|---------------|
| Adjustments to reconcile net loss to              |    |               |
| net cash used for operating activities:           |    |               |
| Changes in assets and liabilities:                |    |               |
| Decrease in Accounts Receivable                   |    | 580           |
| Decrease in Accounts Payable and Accrued Expenses |    | (3<br>,569)   |
| Increase in Prepaid Expenses                      |    | (563)         |
| Total Adjustments                                 |    | (3<br>,552)   |
| Net Cash used for operating activities            |    | (171,300)     |
| CASH FLOWS FROM FINANCING ACTIVITIES              |    |               |
| Contributions from Member                         |    | 158,000       |
| Distributions to Member                           |    | 0             |
| Net Cash Provided by Financing Activities         |    | 1 5<br>8,000  |
| Net increase in cash                              |    | (13,300)      |
| Cash -<br>beginning of year                       |    | 57,194        |
| Cash -<br>end of year                             |    | 43<br>,894    |

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### **BREN VENTURES LLC STATEMENT OF CHANGES IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025**

| MEMBER'S EQUITY -               | \$ 50,        |
|---------------------------------|---------------|
| beginning of year               | 1 14          |
| NET LOSS FOR THE YEAR           | (1<br>67,748) |
| CONTRIBUTIONS FROM MEMBER (NET) | 158,000       |
| MEMBER'S EQUITY -               | 40,366        |
| end of year                     | \$            |

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### **NOTES TO FINANCIAL STATEMENTS**

## **1. ORGANIZATION AND NATURE OF BUSINESS**

**Bren Ventures LLC, a single member limited liability company (the "Company"), was organized on December 27, 2004 under the laws of the State of Delaware. It is registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA).** 

**The Company is considered a ''Non-Covered" Firm exempt from 17 C.F.R. §240.1 5c3-3 relying on Footnote 7 4 of the SEC Release No. 34-70073 adopting amendments to 17 C.F .R. §240. 1 7a-5 . The Company limits its business activities exclusively to participating in distributions of securities in accordance with the requirements of paragraphs (a) or (b)(2) of Rule 1 5c2-4** 

**The Company operates as a placement agent by making introductions to institutional investors on behalf of hedge fund managers. It receives fees for making these introductions if the investors make investments with the hedge fund managers. It also receives fees for private placement advisory services.** 

### **2. SEGMENT REPORTING**

**The Company is engaged in a single line of business as a securities broker dealer, which is comprised of one class of service. The Company has identified its Managing Member as the chief operating decision maker (CODM), 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 dividends. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information from 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.** 

### **3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

### **Revenue Recognition**

**The Company recognizes revenue in accordance with ASC Topic 606, "Revenue from Contracts with Customers". The core principal of the standard is that revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods and services.** 

**The Company receives a percentage of the fees earned by the hedge fund managers based upon their performance and subject to certain benchmarks. Fees for private placement** 

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## **NOTES TO FINANCIAL STATEMENTS**

## **3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**

advisory services are recorded when earned. Revenues are received on either a monthly or quarterly basis depending on the terms of the contract with the customers.

### Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.

### Subsequent events:

Management has evaluated subsequent events through February 27, 2026, which is the date the financial statements were available to be issued.

# **4. ACCOUNTS RECEIVABLE**

The Company records accounts receivable for fees earned but not received as of December 3 1, 2025. It has not recorded any provision for credit losses because management believes that the accounts receivable will be fully collected.

# **5. INCOME TAXES**

Members of a limited liability company are taxed on their proportionate share of the company's taxable income. Therefore, no provision or liability for federal or state income taxes is included in the financial statements

The Company is subject to New York City Unincorporated Business Taxes ("UBT"). There is no UBT expense for the year ended December 3 1, 2025.

The Company's income tax returns for 2022, 2023, and 2024 are subject to examination by tax authorities, generally for three years after they were filed.

### **6. NET CAPITAL REQUIREMENTS**

Pursuant to the net capital provisions of Rule 1 5c3-1 of the Securities Exchange Act of 1934, the Company is required to maintain a minimum net capital, as defined under such provisions, of \$5,000 or one-fifteenth of aggregate indebtedness as defmed, if larger. Net capital and aggregate indebtedness fluctuate from day to day but, at December 31, 2025, the Company's net capital exceeds such capital requirements by \$12,458, and the ratio of aggregate indebtedness of \$26,435 to its net capital of \$1 7,45 8 is 1 .51 to 1.

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### **NOTES TO FINANCIAL STATEMENTS**

## **7. COMMITMENTS AND CONTINGENCIES**

**The Company conducts its operations from an office that is leased on a month-to-month basis.** 

**The nature of the Company's business subjects it to various claims, regulatory examinations, and other proceedings in the ordinary course of business. The ultimate outcome of any such action against the Company could have an adverse impact on the financial conditions, results of operations, or cash flows of the Company.** 

## **8. CONCENTRATION RISK**

**The Company's revenue was derived from one customer.** 

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#### **Schedule I**

## **BREN VENTURES LLC COMPUTATION OF NET CAPITAL UNDER SEC RULE 15c3-1 DECEMBER 31, 2025**

| MEMBER'S EQUITY, PER STATEMENT OF FINANCIAL<br>CONDITION                                                                   | \$<br>40,365     |
|----------------------------------------------------------------------------------------------------------------------------|------------------|
| Less: Nonallowable assets:                                                                                                 |                  |
| Accounts Receivable                                                                                                        | ( 19,000)        |
| Prepaid expenses                                                                                                           | ( 3,907)         |
| NET CAPITAL                                                                                                                | \$ 1<br>7,458    |
| Less: Minimum net capital required to be maintained<br>(\$5,000 or 6 2/3% of aggregate indebtedness, whichever is greater) | (<br>5,000)      |
| EXCESS NET CAPITAL                                                                                                         | 12,458<br>\$     |
| AGGREGATE INDEBTEDNESS                                                                                                     |                  |
| Accounts Payable and Accrued Expenses                                                                                      | 26,43<br>5<br>\$ |
| 6 2/3% OF AGGREGATE INDEBTEDNESS                                                                                           | \$<br>1,762      |
| RATIO OF AGGREGATE INDEBTEDNESS TO NET CAPITAL                                                                             | 1 .51 to 1       |

**NOTE: There are no material differences between the above computation of net capital and the corresponding computation as submitted by Bren Ventures LLC with the unaudited Form X-1 7A-5 Part II Filing as of December 3 1, 2025** 

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## **Schedule II**

### **BREN VENTURES LLC COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15c3-3 DECEMBER 31, 2025**

**The Company has no reserve deposit obligations under SEC 1 5c3-3 ( e) because it is a "non-covered" firm pursuant to footnote 74 to SEC Release 34-70073 and therefore is not subject to the rule for the year ended December 31, 2025.** 

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### **BREN VENTURES LLC INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 DECEMBER 31, 2025**

**The Company has no possession or control obligations under SEC 1 5c3-3(b) because it is a "non-covered" firm pursuant to footnote 74 to SEC Release 34-70073 and therefore is not subject to the Rule for the year ended December 31, 2025.** 

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#### **HOROWITZ & ULLMANN, P.C . Certif ied Public Accountants**

**A member of the AICPA Center for Audit Quality New York State Society of CPAs PCAOB registered** 

**232 Madison Avenue, Suite 1200 New York, NY 10016 Telephone: (212) 532-3736 Facsimile: (212) 545-8997 E-mail: cpas@horowitz-ullmann.com** 

### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR EXEMPTION REPORT UNDER RULE 15C3-3**

To the Member of Bren Ventures LLC

We have reviewed management's statements, included in the accompanying Rule 1 5c3-3 Exemption Report pursuant to SEC Rule 1 7a-5, in which (1) Bren Ventures LLC (the Company) did not claim an exemption under paragraph (k) of 17 C.F .R. §240. l 5c3-3 , and (2) the Company is fi ling 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 placements of securities. 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 I 5c2-4 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 l 5c3-3) throughout the most recent fiscal year without exception.

Bren Ventures LLC's management is responsible for compliance with the exemption provisions 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 Bren Ventures 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. l 7a-5, and related SEC Staff Frequently Asked Questions.

*fr�.;� fc.* 

New York, NY February 27, 2026

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