# PREVAIL CAPITAL LLC X-17A-5 (2026-04-14) — Broker-dealer annual report - Company: PREVAIL CAPITAL LLC - Form: X-17A-5 - Filed: 2026-04-14 - Period: 2025-12-31 - Accession: 0001368928-26-000003 - CIK: 1368928 - File #: 8-67378 - Type: Broker-dealer - Material weakness: No - Auditor: Ohab and Company, P.A. - Auditor location: Maitland, FL - Contact: Alex Mack - Phone: 9179231478 - Email: amack@prevailcapital.com - Website: prevailcapital.com - Signed by: Lisa Hulme (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1368928/000136892826000003/presofc25.pdf --- {0}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** > **ANNUAL REPORTS FORM X-17A-5** | 0MB APPROVAL | |---------------------------| | 0MB Number: 3235-0123 | | Expires: Nov. 30, 2026 | | Estimated average burden | | hours per response:
12 | | SEC FILE NUMBER | **8-67378** # **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 **01-01-2025** AND ENDING **12-31-2025** MM/DD/YY MM/DD/YY **A. REGISTRANT IDENTIFICATION** NAME oF FIRM: Prevail Capital LLC TYPE OF REGISTRANT (check all applicable boxes): C!J Broker-dealer □ Security-based swap dealer □ Major security-based swap participant D Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | 89 Silver Oaks Circle #5103 | | |-----------------------------|--| |-----------------------------|--| | | (No. and Street) | | | | |-------------------------------------------------|-----------------------------------------------------------------------------------------------------------|----------------------------------------------|--------------------------|--| | Naples | FL | | 34119 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Alexander Mack | 917-923-1478 | | amack@prevailcapital.com | | | (Name) | (Area Code -Telephone Number) | (Email Address) | | | | | | | | | | | B. ACCOUNTANT IDENTIFICATION
INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | Ohab and Company, P.A. | (Name - if individual, state last, first, and middle name) | | | | | 100 E. Sybelia Avenue, suite 130 Maitland | | Florida | 32751 | | | (Address) | (City) | (State) | (Zip Code) | | | 07/28/2004 | | 1839 | | | | (rte of Registration with PCAOB)(if applicable) | | (PCAOB Registration Number, if applicable) I | | | 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)(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.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | I, LIM Hulme | | | 5WP,U (or affirm) that, to thP. bf!st of my kt'lowledge and belief, the | | |--------------|---------------------------------------------------------------|----------|--------------------------------------------------------------------------------------|---------| | | financial report pertaining to the firm of Pmvnll ~~'!!!·_~_c | | _______ ____ | . as of | | | 12131 | °25
2 | • is true and correct. I further ~wear (or affirm) that neither th~ <.ompany nor any | | 12131 2 partner, officer, director. or equrvatent person, as the case may be, has any proprietary interest in any acrnunt dassified solely as that of a customer. ~ Notary Pubtic #### This filing•• contains (check all applicable **boxes):** - ~ (a) Statement of financial condition. - ii (b) Notes to consolidated statement of financial condition. **~gn~skl~** Title: **CEO** ![](_page_1_Picture_9.jpeg) **DIBOIIW41 lltt!IAM0N NfH Notary Pubic Stlta of Ftortdl Comm# HH770815 Experes3/14fm0** I I I - D {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 (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 daims of creditors. - D (g) Notes to consolidated financial statements. - D {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 U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D (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 240.18a4, as applicable. - D {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 240.18a-4, as applicable. - 0 (o) Reconciliations, induding 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.** - 0 (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - ii (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. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7. as applicable. - ii (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 240.18a-7, or 17 CFR 240.17a-12, as applicable. - O (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 ba~ed 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 accordanc-e with 17 CFR 240.1Sc3-le 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). 0 (z}Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - 070 request confident/al treatment of certain portions of this filing, see 17 CFR 240.17a-5{e){3) or 17 CFR 240.18a-7(d){1}, as applicable. {2}------------------------------------------------ Prevail Capital LLC Statement of Financial Condition DECEMBER 31, 2025 {3}------------------------------------------------ # **Prevail Capital LLC** #### **CONTENTS** | Report of Independent Registered Public Accounting Firm | 1 | |---------------------------------------------------------|-----| | Statement of Financial Condition | 2 | | Notes to Financial Statements | 3-5 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) 100 E. Sybclia Ave. Suite 130 Maitland. FL 32751 *Certified Public Accountants* I mail: pam a ohabco.com Telephone 407-740-7311 Fax 407-740-6441 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members' of Prevail Capital LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Prevail Capital 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 Prevail Capital 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 Prevail Capital LLC's management. Our responsibility is to express an opinion on Prevail 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 Prevail 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 basis1 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 Prevail Capital LLC's auditor since 2024. Maitland, Florida April 14, 2026 {5}------------------------------------------------ # **Prevail Capital LLC** #### **STATEMENT OF FINANCIAL CONDITION** | | December 31, 2025 | | |---------------------------------------|-------------------|--| | ASSETS | | | | Cash | \$
93,670 | | | Fees Receivable | \$
176,791 | | | Prepaid expenses and other assets | 13,217 | | | Total assets | \$
283,678 | | | LIABILITIES AND MEMBER'S EQUITY | | | | Liabilities | | | | Accounts payable and accrued expenses | \$
63,823 | | | Total liabilities | 63,823 | | | Members' Equity | 219,855 | | | Total liabilities and member's equity | \$
283,678 | | {6}------------------------------------------------ #### **PREVAIL CAPITAL, LLC NOTES TO STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025** #### **NOTE 1** - **ORGANIZATION AND BASIS OF PRESENTATION** Prevail Capital LLC (the "Company") is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"). The Company provides investment banking and private placement services for its clients, particularly clients with EB-5 projects. The Company is a limited liability company with two members; the primary member is Rapid USA EB-5 Capital LLC, a Florida limited liability company. The Company was organized under the laws of the State of Delaware on July 8, 2005. The Company has a perpetual existence and exists as a separate legal entity, unless dissolved in accordance with the provisions of the operating agreement and the laws of Delaware. To the fullest legal extent possible, the Members shall not have any liability for the losses, liabilities, or claims against the Company. #### **NOTE 2** - **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** #### Investment Banking and Consulting: Fees are earned from advisory services, including merger and acquisition advisory services, private placements of debt and equity, public offering planning services, and financial restructuring advisory services. Investment banking fees are generated primarily from projectspecific retainer payments, administrative placement agent fees, and finder's fees, which are paid in cash upon the successful completion of a transaction. #### Advisory fees The Company provides advisory services. Revenue for advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is cancelled. #### Due Diligence fees Due Diligence is provided to customers for each new project, covering review of project financials and documents. Revenue is recognized when all performance obligations are completed. #### Commission revenue Commissions are earned for placement of an investor in a fund, and revenue is recognized when all performance obligations are completed, which is when the investor is accepted by the fund. #### Contract liabilities Retainers and other fees received from customers prior to revenue recognition are recorded as contract liabilities. As of December 31, 2025, no fees or other amounts received from customers are deemed contract liabilities. #### Income Taxes: The Company does not record a provision for income taxes because the Members report their share of the Company's income or loss on their income tax returns. The financial statements reflect the Company's transactions without adjustment, if any, required for income tax purposes. With few exceptions, the Company is no longer subject to tax examinations by taxing authorities for years before 2022. {7}------------------------------------------------ #### **PREVAIL CAPITAL, LLC NOTES TO STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025** #### Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. #### Revenue Recognition The Company recognizes revenue in accordance with FASB ASC Topic 606 when services are rendered, and contract-identified performance obligations are satisfied. Judgement is required in some cases to determine when performance obligations have been satisfied. #### Fees Receivable Represent December 2025 billings for services performed due within 30 days, all of which are deemed collectible. # **NOTE 3** - **CASH AND CASH EQUIVALENTS** All cash deposits of the Company are held by one financial institution and therefore are subject to the credit risk of this financial institution. The Company has not experienced any losses in such accounts and does not believe there to be any significant credit risk with respect to these deposits. For purposes of reporting the statement of cash flows, the Company considers all cash accounts that are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. Cash balances in excess of FDIC and similar insurance coverage are subject to the usual banking risks associated with funds in excess of those limits. At December 31, 2025, the Company had no uninsured cash balances. # **NOTE 4** - **CONCENTRATION OF BUSINESS** The Company earned 100% of its revenues from two clients in 2025. # **NOTE 5** - **COMMITMENTS AND CONTINGENCIES** The Company operated from home offices in 2025 and incurred no rental or other lease expenses. The Company has no commitments or contingencies at December 31, 2025. #### **NOTE 6** - **NET CAPITAL REQUIREMENTS** The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1 ), which requires the maintenance of minimum net capital, and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 ( and the rule of the "applicable" exchange also provides that equity capital may not be withdrawn if the resulting net capital ratio would exceed 10 to 1). At December 31, 2025, the Company had net capital of \$72,348, which was \$67,348 in excess of its required net capital of \$5,000. The Company's net capital ratio was 0.88 to 1. {8}------------------------------------------------ #### **PREVAIL CAPITAL, LLC NOTES TO STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025** #### **NOTE 7- SEGMENT REPORTING** The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of investment banking and securities placement activities. The Company has identified its CEO 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 (see Note 6), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest or distribute profits. The Company's operations constitute a single operating segment and therefore, a single reportable 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 policies. The Company derived 100% of its total revenues from two customers in 2025. ### **NOTE 8- CREDIT LOSSES** The Company follows 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. Under the accounting update, the Company has the ability to determine that there are no expected credit losses in certain circumstances ( e.g., based on the credit quality of the customer). The Company had accounts receivable as of December 31, 2024 and 2025 of \$125,313 and \$176,791, respectively. # **NOTE 9** - **SUBSEQUENT EVENTS** Management has evaluated subsequent events through the date of the audit report, which is the date the financial statements were available for issuance. There were no subsequent events that required adjustment or disclosure in the financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.