# HEDGEMARK SECURITIES LLC X-17A-5 (2026-03-03) — Broker-dealer annual report - Company: HEDGEMARK SECURITIES LLC - Form: X-17A-5 - Filed: 2026-03-03 - Period: 2025-12-31 - Accession: 0001551018-26-000003 - CIK: 1551018 - File #: 8-69106 - Type: Broker-dealer - Material weakness: No - Auditor: Raymond Chabot Grant Thornton LLP - Auditor location: New York, A8 - Contact: Clark Tucker - Phone: 205-721-0507 - Signed by: Clark Tucker (FinOp) Original filing: https://www.sec.gov/Archives/edgar/data/1551018/000155101826000003/hmsreport_1.pdf --- {0}------------------------------------------------ ## HEDGEMARK SECURITIES, LLC (A Wholly-Owned Subsidiary of HedgeMark International, LLC) (SEC ID No. 8-69106) Financial Statements and Supplementary Schedules December 31, 2025 (With Report of Independent Registered Public Accounting Firm Thereon) {1}------------------------------------------------ # HedgeMark Securities, LLC (A Wholly-Owned Subsidiary of HedgeMark International, LLC) Table of Contents December 31, 2025 ### Page(s) | Annual Audited Report Form X-17 A-5 Part III 1-2 | | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--| | Report of Independent Registered Public Accounting Firm 3 | | | Financial Statements | | | Statement of Financial Condition 4 | | | Statement of Operations 5 | | | Statement of Changes in Member's Equity 6 | | | Statement of Cash Flows 7 | | | Notes to Financial Statements 8–10 | | | Schedule I – Computation of Net Capital under Rule 15c3-1 of the Securities and Exchange Commission 11 | | | Schedule II – Computation for Determination of Reserve Requirements and Information Relating to the Possession
or Control Requirements for Brokers and Dealers Pursuant to Rule 15c3-3 under the Securities Exchange Act of
1934 12 | | | Exemption Report 13 | | | Report of Independent Registered Public Accounting Firm 14 | | {2}------------------------------------------------ UNITED STATES 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 SEC FILE NUMBER ### PART III ANNUAL REPORTS FORM X-17A-5 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 AND ENDING MM/DD/YY MM/DD/YY A. REGISTRANT IDENTIFICATION NAME OF FIRM: 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.) | | (No and Street) | | |----------------------------------------------|---------------------------------------------------------------------------|-----------------| | | | | | (City) | (State) | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | | | | FOR OFFICIAL USE ONLY (Address) (Name - if individual, state last, first, and middle name) (Date of Registration with PCAOB)(if applicable) (City) (State) (Zip Code) (PCAOB Registration Number, if applicable) \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by astatement 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. {3}------------------------------------------------ | Ben Yaffee | | | | swear (or affirm) that, to the best of my knowledge and belief, the | |---------------------------------------------------------------------|--|--|--|---------------------------------------------------------------------| | financial report pertaining to the firm of Hedgemark Securities LLC | | | | as of | | 17/21 | | | | | - - - - - - - - - - - - - - - - - - - - - - - - - - - {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ## **Report of Independent Registered Public Accounting Firm** **Raymond Chabot Grant Thornton LLP** Suite 2000 600 De La Gauchetière Street West Montréal, Quebec H3B 4L8 **T** 514-878-2691 To the Member and the Managing Director HedgeMark Securities, LLC ### **Opinion on the financial statements** We have audited the accompanying statement of financial condition of HedgeMark Securities, LLC (hereafter the ''Company'') as of December 31, 2025, and the related statements of operations, changes in member's equity and cash flows for the year then ended, and the related notes (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 responsibility 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 misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. {5}------------------------------------------------ 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 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. ### **Accompanying supplemental information** The supplemental information contained in Schedules I and II 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 applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 CFR § 240.17a-5. In our opinion, the supplemental information contained in Schedules I and II 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 2022. Montréal February 23, 2026 1 CPA auditor, public accountancy permit no. A126944 {6}------------------------------------------------ ## HedgeMark Securities, LLC (A Wholly-Owned Subsidiary of HedgeMark International, LLC) Statement of Financial Condition December 31, 2025 | December 31, 2025 | | |----------------------------------------------------------|-----------------| | | | | | | | Assets | 2025 | | Cash and cash equivalents | \$
119,293 | | Client receivables | 109,345 | | Prepaid expenses and other assets | 16,562 | | Total assets | \$
245,200 | | Liabilities and Member's Equity | | | Liabilities: | | | Due to affiliates (note 2) | \$
10,200 | | Accounts payable, accrued expenses and other liabilities | 42,475 | | Total liabilities | \$
52,675 | | | | | Member's Equity | | | Paid-in-capital | \$
2,742,599 | | Accumulated deficit | (2,550,074) | | Total member's equity | 192,525 | | Total liabilities and member's equity | \$
245,200 | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Benjamin Yaffee Managing Director February 23, 2026 {7}------------------------------------------------ # HedgeMark Securities, LLC (A Wholly-Owned Subsidiary of HedgeMark International, LLC) Statement of Operations For the year ended December 31, 2025 | Statement of Operations
For the year ended December 31, 2025 | | |-----------------------------------------------------------------|-----------------| | Revenues: | | | Fee income | \$
125,483 | | Interest income | 8,796 | | Total revenues | 134,279 | | Expenses: | | | Compensation and benefits | \$
36,991 | | Professional fees | 157,556 | | Regulatory | 17,302 | | Occupancy | 21,812 | | Email archival and storage services | 2,400 | | General and administrative | 3,807 | | Total expenses | 239,868 | | | | | Net loss | \$
(105,589) | {8}------------------------------------------------ # HedgeMark Securities, LLC (A Wholly-Owned Subsidiary of HedgeMark International, LLC) Statement of Changes in Member's Equity For the year ended December 31, 2025 | Statement of Changes in Member's Equity
For the year ended December 31, 2025 | | | | |---------------------------------------------------------------------------------|-----------------|-------------------------|----------------| | | | | | | | | | | | | | | | | | | Retained | Total member's | | | Paid-in-Capital | Earnings | equity | | Balance, January 1, 2025 | \$
2,742,599 | \$
(2,444,485)
\$ | 298,114 | | Net loss | - | (105,589) | (105,589) | {9}------------------------------------------------ # HedgeMark Securities, LLC (A Wholly-Owned Subsidiary of HedgeMark International, LLC) Statement of Cash flows For the year ended December 31, 2025 | Cash flows from operating activities: | | |-----------------------------------------------------------------------------|-----------------| | Net loss | \$
(105,589) | | Adjustments to reconcile net loss to net cash used in operating activities: | | | Increase in assets | | | Client receivables | (49,043) | | Prepaid expenses and other assets | 761 | | Increase in liabilities: | | | Accounts payable, accrued expenses and other liabilities | 33,325 | | Due to affiliates | (11,909) | | Net cash from operating activities | (26,866) | | Cash and cash equivalents, beginning of year | 251,748 | | Cash and cash equivalents, end of year | \$
119,293 | The accompanying notes are an integral part of these financial statements. {10}------------------------------------------------ #### Organization and Business HedgeMark Securities, LLC (the Company), a wholly-owned subsidiary of HedgeMark International, LLC ("HMI"), was licensed as a limited-purpose broker-dealer on January 2, 2013. The Company is registered with the Securities and Exchange Commission (the "SEC") and the Financial Industry Regulatory Authority (the "FINRA"). The Company is approved for the private placement of hedge fund securities. The Company and its parent are indirect, wholly-owned subsidiaries of Innocap Investment Management Inc. ("Innocap"). The Company has no possession or control obligations under SEA Rule 15c3-3(b) or reserve deposit obligations under SEA Rule 15c3-3(e) as its business is limited to the private placement of securities and selling interests in unregistered private investments funds. The Company does not trade in or execute transactions in securities, nor does it take custody of or receive customer funds or securities. #### 1. Significant Accounting Policies #### (a) Financial Statements The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The financial statements are presented in U.S. dollars. The Company has approved and authorized for issue these financial statements on February 23, 2026. #### (b) Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the statement of financial condition. Therefore, actual results could differ from those estimates. #### (b) Cash and Cash Equivalents Cash and cash equivalents include a demand deposit account that are readily convertible to known amounts of cash and are subject to an insignificant risk of change in value. These cash equivalents generally have a maturity of three months or less at acquisition and are held for the purpose of meeting short-term cash commitments rather than for investing. On December 31, 2025, the Company had \$119,293 in cash equivalents. #### (c) Client Receivables Client receivables consists of management and performance fees that have not been paid as of year-end and is reported net of the allowance for doubtful accounts. The allowance is based on management's estimate of the amounts of receivables that will actually be collected. Management has determined that no allowance for uncollectible accounts is necessary for receivable balances as of December 31, 2025. (d) Accounts Payable, Accrued Expenses and Other Liabilities Expenses are recorded on the accrual basis as incurred. #### (e) Revenue Recognition Fee revenue is based on terms specified in a contract with a customer. Revenue is recognized when, or as, a performance obligation is satisfied by transferring control of a service to a customer. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that reflects the transfer of services to the customer. Revenue from a performance obligation {11}------------------------------------------------ satisfied at a point in time is recognized at the point in time the customer obtains control of the promised service. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for the promised services. The Company provides limited distribution services to Fund Sponsors by identifying and introducing eligible prospective investors to the Fund Sponsors funds. Revenue is earned at a point in time and is equal to a percentage of the fees earned by Fund Sponsors which take the form of management fees, performance fees or both. Management fees are calculated as a percentage of each investor's monthend HedgeMark Access Class capital account balance and are constrained until month end when the account balance can be confirmed and collectability is certain. Performance fees are generally calculated as a percentage of the applicable investor's HedgeMark Access Class capital account balance in accordance with the language in the agreement. Performance fees are constrained until all uncertainties are resolved and reversal of previously recorded amounts is not probable. These fees are recognized when only it is determined that they will be collected. Interest income is recognized as earned. (f) Taxes The Company is a limited liability company that is treated as a disregarded entity for U.S. tax purposes, and as such, is not subject to federal or state income taxes. The Company is not subject to, and does not intend to enter into, a tax sharing agreement. Additionally, the Company has not paid or received any tax reimbursements, nor does it intend to pay or receive such reimbursements in the future. The income and expenses of the Company are included in the income tax returns filed by the Company's ultimate parent, IIM Smile Acquisition Corp. As a result, no provision for federal or state income tax is included in the accompanying financial statements. periodically and accruals, if any, are adjusted to reflect the impact of current developments. As of December #### (g) Contingencies The Company accrues for estimated costs, including, if applicable, legal costs, when it is probable that a loss has been incurred and the costs can be reasonably estimated. The status of contingencies is reviewed 31, 2025, there were no accruals for contingencies. ### 2. Related Party Activities The Company has an Expense Sharing Agreement with HMI to provide staff, facilities, equipment, supplies and other administrative services. The fees are based upon the percentage of time, space or usage allocated to the Company by HMI. Between January 1, 2025 and December 31, 2025, the Company was charged a monthly rate of \$5,100, of which \$3,083 was for staff allocation. The total amount charged under this contract during fiscal year 2025 amounts to \$61,200 of which \$36,991 is for staff allocations. The amount due to HMI as of December 31, 2025 was \$10,200. {12}------------------------------------------------ #### 3. Net Capital Requirements Pursuant to its Membership Agreement with the Financial Industry Regulatory Authority, Inc. ("FINRA"), the Company is subject to the SEC Rule 15c3-1(a)(2)(vi), 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. As of December 31, 2025, the Company had net capital of \$176,252 and an aggregate indebtedness to net capital ratio of 1:3. #### 4. Segment Information The Company's operations constitute a single operating segment, and therefore a single reportable segment, because the Company is a broker-dealer firm that provides limited distribution services to Fund Sponsors by identifying and introducing eligible prospective investors to the Fund Sponsors funds. Management assesses the performance of the single segment by monitoring revenues, expenses, and net capital. #### 5. Subsequent Event The Company has evaluated the need for disclosures and/or adjustments to the financial statements resulting from subsequent events through February 23, 2026, the date the financial statements were available to be issued. There were no subsequent events that necessitated disclosures and/or adjustments to the financial statements. {13}------------------------------------------------ #### Schedule I HedgeMark Securities, LLC (A Wholly-Owned Subsidiary of HedgeMark International, LLC) Computation of Net Capital Under Rule 15c3-1 of the Securities and | Schedule I | | |------------------------------------------------------------------------------------------------------------------------|-----------------| | HedgeMark Securities, LLC | | | (A Wholly-Owned Subsidiary of HedgeMark International, LLC) | | | Computation of Net Capital Under Rule 15c3-1 of the Securities and | | | Exchange Commission | | | | | | | December 31, | | | 2025 | | Total aggregate indebtedness | \$
52,675 | | Net capital
Paid-in-capital | \$
2,742,599 | | Retained earnings | (2,550,074) | | Total capital | \$
192,525 | | | | | Deductions: | | | Nonallowable assets: | | | Prepaid and other assets | 16,562 | | Total nonallowable assets | \$
16,562 | | Other deductions and/or charges | 2,386 | | Net capital | \$
173,577 | | | | | Computation of basic net capital requirement
Minimum net capital required under the aggregate indebtedness standard | \$
3,512 | | Minimum dollar net capital requirement of reporting broker-dealer | \$
5,000 | | Net capital required | \$
5,000 | | Net excess capital | \$
168,577 | | Ratio of aggregate indebtedness to net capital | 1:3 | {14}------------------------------------------------ #### Schedule II (A Wholly-Owned Subsidiary of HedgeMark International, LLC Computation for Determination of Reserve Requirements and Information Relating to the Possession or Control Requirements for Brokers and Dealers Pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934 HedgeMark Securities, LLC is exempt from the provisions of Rule 15c3-3 under the Securities Exchange 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 the private placement of securities and selling interests in unregistered private investment funds, and the Company (1) 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); (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 without exception." {15}------------------------------------------------ Hedgemark Securities, LLC Management Statement Regarding Exemption from SEA Rule 15c3-3 Hedgemark Securities, LLC 300 Park Avenue, 22nd Floor New York, NY 10022 SEC #8-69106 CRD #164503 Hedgemark Securities, LLC (the Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R §240.17a-5 "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R §240.17a-5(d)(1) 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. - - (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release 34-70073 adopting amendments to 17 C.F.R §240.17a-5 because the Company limits its business activities exclusively to the private placement of securities and selling interests in unregistered private investment funds, and the Company (1) 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 SEA 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); (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 without exception. I, Ben Yaffee, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. | Date: | _______________2/3/2026_____________________ | | |------------|----------------------------------------------|--| | Signature: | ________________________________________ | | | Title: | ____Managing Director______________________ | | {16}------------------------------------------------ ![](_page_16_Picture_0.jpeg) ## **Report of Independent Registered Public Accounting Firm** **Raymond Chabot Grant Thornton LLP** Suite 2000 600 De La Gauchetière Street West Montréal, Quebec H3B 4L8 **T** 514-878-2691 To the Member and the Managing Director HedgeMark Securities, LLC We have reviewed management's statements, included in the HedgeMark Securities, LLC exemption report (the "Exemption Report"), in which (1) HedgeMark Securities, LLC (the "Company") did not claim an exemption under paragraph (k) of 17 CFR § 240.15c3-3 and (2) is filing the Exemption Report pursuant to footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 CFR § 240.17a-5 because the Company limits its business activities exclusively to the private placement of securities and selling interests in unregistered private investment funds and 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) (together, the "exemption provisions"). We have also reviewed management's statements, included in the Exemption Report, in which the Company stated that it met the identified exemption provisions throughout the year ended December 31, 2025 without exception. The Company'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 the Company'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. {17}------------------------------------------------ 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, pursuant to footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 CFR § 240.17a-5. Montréal February 23, 2026 1 CPA auditor, public accountancy permit no. A126944 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.