# MAINSPRING CAPITAL MANAGEMENT, LLC X-17A-5 (2026-03-02) — Broker-dealer annual report - Company: MAINSPRING CAPITAL MANAGEMENT, LLC - Form: X-17A-5 - Filed: 2026-03-02 - Period: 2025-12-31 - Accession: 0001583734-26-000002 - CIK: 1583734 - File #: 8-69326 - Type: Broker-dealer - Material weakness: No - Auditor: Anson, Brian, W - Auditor location: TARZANA, CA - Contact: Steven L. Thornton - Phone: 626-356-0200 - Signed by: Steven Thornton (Chief Compliance Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1583734/000158373426000002/2025MainspringPublicCertAud.pdf --- {0}------------------------------------------------ PUBLIC COPY # MAINSPRING CAPITAL MANAGEMENT, LLC **FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION Pursuant to Rule 17a-5( d) YEAR ENDED DECEMBER 31, 2025** {1}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** **0MB APPROVAL OMa Number: 3235--0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12** # **ANNUAL REPORTS FORM X-17A-5 PART Ill** | SEC FILE NUMBER | |-----------------| | 8-69326 | | | FACING PAGE | | | | |-----------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|-----------------------|--------------------------------------------|--| | | Information Required Pursuant to Rules 17a-S, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | | FILING FOR THE PERIOD BEGINNING __ 0 | 1
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MM/DD/YY | | | | A. REGISTRANT IDENTIFICATION | | | | | a_
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NAME oF FIRM: _M_
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_ | n_ | t_L_L_C ______ _ | | | TYPE OF REGISTRANT (check all applicable boxes):
C!l Broker-dealer
□ Check here if respondent is also an OTC lllerivatives dealer | □ Security-based swap dealer | | □ Major security-based swap participant | | | ADDRESS OF PRINCIPAL PLACE Of BUSINESS: (Do not use a P.O. box no.) | | | | | | 100 Corson St, Sui | te 3 12 | | | | | | (No. and Street) | | | | | Pasade
na | CA | | 91
103 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Steve
n L Thorn
ton | (626) 356-0200 | | steve@taa
llc.com | | | (Name) | (Area Code - Telephone Number) | | (Email Adlllress) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Brian W Anson
, CPA | | | | | | | (Name - if individual, state last, first, and millldle name) | | | | | 18455 Burbank Blvd. Ste #406 Tarzan | a | CA | 91356 | | | (Address) | (City) | (State) | (Zip Code) | | | 09/
15
2005 / | | 2370 | | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) | | | * Claims for exemption from the re91uirement that the annual reports be covered by the reports of an independent public | FOR OFFICIAL USE ONLY | | | | | | | | | | **accountant must be supported by a statement of facts and circumstances relied on as the ltasis 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.** {2}------------------------------------------------ #### **OATH OR AFFIRMATION** | Steven L Thornton
I, | swear (or affirm) that, to the best of my knowledge and belief, the | | |--------------------------------------------|--------------------------------------------------------------------------------------|-------| | financial report pertaining to the firm of | Mainspring Capital Management LLC | as of | | December 31 | 2� 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:** **Title: Chief Compliance Officer** #### **This flllng\*\* contains (check all applicable boxes):** - **iii (a) Statement of financial condition.** - □ **(bl Notes to consolidatetl statement of financial condition.** - **0 (c) Statement of income (loss) or, if there is other comprehensive income in the periotl(s) presentetl, a statement of comprehensive income (as tlefined in§ 210.1-02 of Regulation S-X).** - □ **(ti) Statement of cash flows.** - **0 (e) Statement of changes in stockholtlers' or partners' or sole proprietor's equity.** - □ **(f) Statement of changes in liabilities subortlinatetl to claims of creditors.** - **iii (g) Notes to consolidatetl financial statements.** - **D (h) Computation of net capital untler 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.** - **0 (j) Computation for determination of customer reserve re411uirements pursuant to Exhibit A to 17 CFR 240.15c3-3.** - **0 (k) Computation for determination of security-basetl 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 untler 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 re411uirements for security-basetl swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable.** - **D (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-1, or 17 crR 240.18a-2, as applicable, anti the reserve r�uirements umter 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material tlifferences exist, or a statement that no material differences exist.** - **0 (p) Summary of financial data for subsitliaries not consolitlatetl in the statement of financial condition.** - **iii (411) 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 accortlance 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.** - **iii (t) Independent public accountant's report basetl on an examination of the statement of financial contlition.** - □ **(u) Independent public accountant's report basetl on an examination of the financial report or financial statements untler 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable.** - □ **(v) Independent public accountant's report basetf on an examination of certain statements in the compliance report untfer 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.** - □ **(w) lntlependent public accountant's report based on a review of the exemption report untler 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.** - □ **(x) Supplemental reports on applying agreed-upon procetlures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable.** - **D (y) Report tlescribing any material inatl�uacies fount! to exist or found to have existetl since the date of the previous autlit, or a statement that no material inade411uacies exist, untler 17 CFR 240.17a-12(k).** □ **(z) other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_** - - *"'\*To re�uest confidential treatment of certain portions of this Jilin§, see 17 CFR 240.17a-5(e){3) or 17 CFR 240.18a-7{•)(2), as applicable.* {3}------------------------------------------------ *Certified Public Accountant* **18455 Burbank Blvd., Suite 406, Tarzana, CA 91356 • Tel. (818) 636-5660** # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members and Board of Members of Mainspring Capital Management, LLC # Opinion on the Financial Statements I have audited the accompanying statement of financial condition of Mainspring Capital Management, LLC as of December 31, 2025, and the related notes (collectively referred to as the financial statements). In my opinion, the financial statements present fairly, in all material respects, the financial position of Mainspring Capital Management, LLC as of December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. # Basis for Opinion These financial statements are the responsibility of Mainspring Capital Management, LLC 's management. My responsibility is to express an opinion on Mainspring Capital Management, LLC 's financial statements based on my audit. I am a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and am required to be independent with respect to Mainspring Capital Management, 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. I conducted my audit in accordance with the standards of the PCAOB. Those standards require that I 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. My 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. My audit also included evaluating the accounting principles used and significant estimates made by management, as evaluating the overall presentat • of the financial statements. I believe that my audit provides a reasonable basis for my opinion. I have served as Mainspring Capital Management, LLC 's auditor since 2024. Tarzana, California February 13, 2026 {4}------------------------------------------------ #### **Statement of Financial Condition December 31, 2025** # ASSETS | Cash and Cash Equivalents | \$
121,100 | |--------------------------------------------------------------|-----------------| | Accounts Receivable (Net of Allowance for Doubtful Accounts) | 2,268,654 | | Other Assets | 2,698 | | Total Assets | \$
2,392,452 | | | | # LIABILITIES AND MEMBER'S EQUITY # LIABILITIES | Accounts Payable and Accrued Expenses | \$
38,079 | |---------------------------------------|-----------------| | Total Liabilities | 38,079 | | MEMBER'S EQUITY | | | Total Member's Equity | 2,354,373 | | Total Liabilities and Member's Equity | \$
2,392,452 | | | | {5}------------------------------------------------ ### **Notes to Financial Statements December 31, 2025** # **Note 1: ORGANIZATION** Mainspring Capital Management, LLC (the "Company") was formed in the state of Delaware as a Limited Liability Company in June of 2013. The Company is a broker-dealer, with a perpetual period of duration, registered with the Securities and Exchange Commission ("SEC") and various states. The Company is a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. The Company has offices located in Pasadena, California. The Company is primarily engaged in real estate mortgages. Due to the limited nature of the Company's business, The Company is exempt from the reserve and possession or control requirements of Rule 15c3-3 of the Securities and Exchange Commission. The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073. The Company does not carry or clear customer accounts. ## **Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** (a) Significant Judgements Revenue from contracts with customers includes fees from investment banking. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; whether revenue should be presented gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events. #### (b) Use of Estimates: The preparation of fmancial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) 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 fmancial statements. Actual results could differ from those estimates. ( c) Cash and Cash Equivalents The Company considers as cash all short-term investments with an original maturity of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts which at times, may exceed uninsured limits. The Company has not experienced any losses in such accounts. All of the Company's cash and cash equivalents are held at high credit quality fmancial institutions. ### ( d) Basis of Accounting The fmancial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. The Company uses the accrual basis of accounting for financial statement purposes. #### ( e) ASC 606 Revenue Recognition The Company accounts for revenue recognition in accordance with ASU 2014-09, Revenue from Contracts with Customers (ASC Topic 606). This guidance provides a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. {6}------------------------------------------------ #### **Notes to Financial Statements December 31, 2025** # **Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)** Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the company determines the customer has obtained control over the promised good or service. The amount of revenue recognized reflects the consideration of with the Company expects to be entitled in exchange for the promised goods or services. # (f) Segment Reporting The reportable segments of revenue generated by the Company are described below: Service Income: The Company provides real estate services to clients. Revenue 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. However, for certain contracts, revenue is recognized over time for advisory arrangements in which the performance obligations are simultaneously provided by the company and consumed by the customer. At December 31, 2025, there are no unsatisfied performance obligations. In addition to the service fees, the client charges late fees when agreed payments or terms are not received timely. 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 Owner 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. # (g) Accounts Receivable Accounts receivable are reported at the amount management expects to collect from outstanding balances. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to trade accounts receivable. As of December 31, 2025, the valuation allowance totaled \$1,148,479. All accounts receivable are considered to be non-allowable for net capital purposes. 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). {7}------------------------------------------------ ### **Notes to Financial Statements December 31, 2025** The Company had net accounts receivable as of December 31, 2025 of \$2,268,654. (h) Income Taxes The Company is a Limited Liability Company for both federal and state tax purposes. The Company has elected to be treated as a partnership for federal and state income tax purposes. Consequently, the tax effects of the Company's income or loss are passed through to the member and reported on the member's income tax return. The Company is subject to certain state income tax expenses. During the year ended December 31, 2025 state income tax expenses totaled \$1,700. The Company adopted the standards for Accounting for Uncertainty in Income Taxes, which required the Company to report and uncertain tax positions and to adjust its financial statements for the impact thereof. As of December 31, 2025, the Company determined that it had no tax positions that did not meet the ''more likely than not" threshold of being sustained by the applicable tax authority. Company's tax returns are subject to examination by taxing authorities in the jurisdictions in which it operates in accordance with the normal statute of limitations in the applicable jurisdiction. The Company is subject to examination by the taxing agencies for fiscal years ending December 31, 2022, 2023 and 2024. # **Note 3: FAIR VALUE MEASUREMENTS** F ASB ASC 820 defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Valuation techniques that are consistent with the market, income, or cost approach, as specified by F ASB ASC 820 are used to measure fair value. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. Level 2 - Valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 - Valuations based on inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability. The Company had no financial instruments to measure for fair value as of December 31, 2025. # **Note 4: COMMITMENTS AND CONTINGENCIES** The Company is engaged in various trading and brokerage activities in which counterparties primarily include broker-dealers, banks, and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer {8}------------------------------------------------ #### Notes to Financial Statements December 31, 2025 of the instrument. It is the Company's policy to review, as necessary, the credit standing of each counter party. The Company does not anticipate nonperformance by any of the counterparties. The Company was not subject to any litigation during or at year ended December 31, 2025. ## Note 5: CONCENTRATIONS During the year ended December 31, 2025, there was one customer totaling 100% of the revenues earned. As of December 31, 2025, 100% of the accounts receivable are due from one customer. ## Note 6: NET CAPITAL REQUIREMENT The Company is subject to the uniform net capital Rule (Rule 15c3-1) of the Securities and Exchange Commission, which requires the maintenance of both minimum net capital and a maximum ratio of aggregate indebtedness to net capital. Minimum net capital is the greater of \$5,000 or 6 2/3 percent of aggregate indebtedness which is \$2,539. In this case the minimum net capital is \$5,000. As of December 31, 2025, the Company's net capital of \$83,021 exceeded the minimum net capital requirement of \$5,000 by \$78,021, and the Company's ratio of aggregate indebtedness of \$38,079 to net capital was 0.46:1 which is less than the 15:1 maximum ratio required. #### Note 7: LEASE OBLIGATIONS In accordance with F ASB ASU 2016-02, the Company is required to recognize a lease liability and a right-of-use asset for all leases at the commencement date (with the exception of short-term leases). As of December 31, 2025, the Company did not have a long-term lease commitment. For the year ended December 31, 2025, rent expense was \$0.00. # Note 8: SUBSEQUENT EVENTS Management has reviewed the results of operations for the period of time from December 31, 2025, through February 13, 2026, the date the financial statements were available to be issued and has determined that no adjustments are necessary to the amounts reported in the accompanying financial statements, nor have any subsequent events occurred, the nature of which would require disclosure. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.