# NEXTGEN CAPITAL MARKETS, LLC X-17A-5 (2026-07-14) — Broker-dealer annual report - Company: NEXTGEN CAPITAL MARKETS, LLC - Form: X-17A-5 - Filed: 2026-07-14 - Period: 2025-12-31 - Accession: 0001598449-26-000004 - CIK: 1598449 - File #: 8-69418 - Type: Broker-dealer - Material weakness: No - Auditor: APRIO - Auditor location: New York, NY - Contact: Michael O Brown - Phone: 678-894-1959 - Signed by: Michael Brown (CFO & Financial Principal) Original filing: https://www.sec.gov/Archives/edgar/data/1598449/000159844926000004/ngcm-public2025.pdf --- {0}------------------------------------------------ #### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** \_\_\_\_\_\_ OMB APPROVAL OMB Number: 32350123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17A-5 PART III** SEC FILE NUMBER 8-69418 **FACING PAGE** | Information Required Pursuant to Rules 17a-5,17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | | | |-----------------------------------------------------------------------------------------------------------|--------------------------------------------|-------------------------------------------------|-------------------------|--------------------------------------------|-----------------------| | | | 01/01/2025 | | 12/31/2025 | | | FILING FOR THE
PERIOD | BEGINNING | MM/DD/YY | AND
ENDING | | MM/DD/YY | | | | A. REGISTRANT
IDENTIFICATION | | | | | NAME
OF FIRM: | | NextGen
Capital | Markets | | | | OF REGISTRANT
TYPE
H
Broker-dealer
Check here if respondent is also an OTC derivatives dealer | all applicable
(check
Security-based | boxes):
swap
dealer | Major
security-based | swap | participant | | ADDRESS
OF PRINCIPAL | PLACE
OF BUSINESS: | (Do not use a P.O. box | no.) | | | | | 3715 | Northside
Pkwy | NW
Bldg
100 | Suite | 250 | | | | (No. and Street) | | | | | | Atlanta | GA | | 30327 | | | (City) | | (State) | | | (Zip Code) | | PERSON
TO CONTACT | WITH
REGARD | TO THIS
FILING | | | | | Michael
Brown | | 678-894-1959 | | | mobrown@bdsolutions.c | | (Name) | | (Area Code -
Telephone Number) | | (Email Address) | | | | | B. ACCOUNTANT | IDENTIFICATION | | | | INDEPENDENT
PUBLIC | ACCOUNTANT | whose
reports
are
APRIO | contained
in this | filing* | | | | (Name -if | individual, state last, first, and middle name) | | | | | 350
Fifth
Ave. | Suite
3920 | York
New | | NY | 10118 | | (Address)
11/25/2003 | | (City) | | (State)
926 | (Zip Code) | | (Date of Registration with PCAOB)(if applicable) | | | | (PCAOB Registration Number, if applicable) | | | | | FOR OFFICIAL
USE ONLY | | | | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on asthe 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 thisform are not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ #### **OATH OR AFFIRMATION** i, Michael 0. Brown\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_, swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of NextGen Capital Markets\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ , as of December 31,2025 \_, 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. Title: CFO & Financial operations Principal #### **This filing\*\* contains (check all applicable boxes):** - K (a) Statement of financial condition. - K (b) Notes to consolidated statement of financial condition. - (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - (d) Statement of cash flows. - (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - (f) Statement of changes in liabilities subordinated to claims of creditors. - (g) Notes to consolidated financial statements. - (h) Computation of net capital under 17 CFR 240.15c3-l or 17 CFR 240.18a-l, as applicable. - (i) Computation of tangible net worth under 17 CFR 240.18a-2. - (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - (o) Reconciliations, including appropriate explanations, ofthe FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-l, 17 CFR 240.18a-l, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - K (q) Oath or affirmation in accordance with 17 CFR 240.17a-5,17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - j(l (t) Independent public accountant's report based on an examination of the statement of financial condition. - (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (w) Independent public accountant's report based on a review ofthe exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-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). - (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.* {2}------------------------------------------------ Financial Statement for the year ended December 31, 2025 With Report of Independent Registered Public Accounting Firm The report is deemed a PUBLIC document in accordance with Rule 17a-5(e) (3) under the Securities Exchange Act of 1934. {3}------------------------------------------------ # FINANCIAL STATEMENT AND SUPPLEMENTAL INFORMATION Pursuant to SEC Rule 17a-5(d) FOR THE YEAR ENDED DECEMBER 31, 2025 ## TABLE OF CONTENTS | Report
of
Independent
Registered
Public
Accounting
Firm | | | |---------------------------------------------------------------------------|-------|--| | | | | | FINANCIAL
STATEMENT | | | | Statement
Condition
of
Financial | 2 | | | to
Financial
Statement
Notes | 3 - 7 | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM #### To the Member of NextGen Capital Markets, LLC #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of NextGen Capital Markets, LLC, the "Company", 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 the Company 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 the Company's management. Our responsibility is to express an opinion on the Company'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 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 statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. 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. Very truly yours, Aprio, LLP We have served as NextGen Capital Markets, LLC's auditor since 2014. New York, New York April 8, 2026 {5}------------------------------------------------ #### STATEMENT OF FINANCIAL CONDITION DECEMBER 31,2025 | ASSETS | | | |---------------------------------|------------------------------------------|---------------| | Cash | | \$
445,927 | | Warrants
fair
at
value | | 202,816 | | Accounts
receivable | | 3,216 | | Other
assets | | 2,685 | | Total
assets | | \$
654,644 | | | LIABILITIES
AND
MEMBER'S
EQUITY | | | LIABILITIES | | | | Due
to
member | | \$
32,136 | | Accounts
payable | | 4,005 | | Total
liabilities | | 36,141 | | MEMBER'S
EQUITY | | 618,503 | | | | | Total liabilities and member's equity \$ 654,644 The accompanying notes are an integral part ofthis financial statement {6}------------------------------------------------ NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 ## **Note 1: Summary of Significant Accounting Policies** #### Nature of Operations: NextGen Capital Markets, LLC (the "Company"), was formed as a limited liability company in Georgia in January 2014. The Company is a wholly-owned subsidiary of NextGen Capital, LLC (the "Member"), and is a registered broker-dealer under the Securities Exchange Act of 1934 and was approved as a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") in August 2014. The Company is also a member ofthe Securities Investor Protection Corporation ("SIPC"). The Company provides merger and acquisition advisory services to domestic and international companies and assists its clients in analyzing capitalization alternatives and arranging private placements of debt, equity and equity-related securities. The Company does not carry customer funds or securities. #### Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. #### Current Expected Credit Losses (CECL) The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis and certain off-balance sheet credit exposures in accordance with ASC 326-20, Financial Instruments - Credit Losses. FASB ASC 326-20 required the Company to estimate expected credit losses overthe life of its financial assets and certain off-balance sheet exposures as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company records the estimate of expected credit losses as an allowance for credit losses. Changes in the allowance for credit losses are reported in the statement of income. ### Concentration of Risk Arising from Cash Deposits in Excess of Insured Limits: The Company maintains cash balances at a financial institution that at times may exceed federally insured limits. At December 31, 2025 the Company had \$195,927 in excess of the federally insured limits. The Company has not experienced any losses in such accounts and believes its cash balances are not exposed to any significant risk. #### Revenue Recognition: Revenues are recorded when: (i) a contract with a client has been identified, (ii) the performance obligation(s) in the contract have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to each performance obligation in the contract, and (v) the Company has satisfied the applicable performance obligation. The expenses that are directly related to such transactions are recorded as incurred and presented within operating expenses. Revenues associated with the reimbursement of such expenses are recorded when the Company is contractually entitled to reimbursement and presented reimbursable expense income. The Company provides financial advisory and transaction related services to its customers. The Company evaluated if the service offerings represent separate performance obligations and determined that the Company only has one performance obligation. The benefits of the Company's services are generally transferred to the Company's customers overtime, since the customers simultaneously receive and consume the benefits as the Company performs the service. {7}------------------------------------------------ #### NOTES TO FINANCIAL STATEMENT #### DECEMBER 31, 2025 #### Revenue Recognition (continued): The Company's contracts are usually cancellable by either party at any time and the considerations typically include retainer fees and success fees. Retainer fees are generally fixed and either charged on a month-tomonth basis or at the start of an engagement. Retainer fees are recognized over the month in which the advisory services are performed, and retainer fees charged only at the start of an engagement are recognized based on an input method to measure the Company's effort in delivering the service. However, success fees are variable and subject to constraints, and are typically not recognized until there is a transaction completion date, due to the uncertainty associated with those events. The Company may receive payment from customers in advance of providing services for which it has been contracted. These payments are recorded as deferred revenue and are recognized as revenue as services are provided. As of December 31, 2024, the Company had \$43,750 in deferred revenue, and had no deferred revenue as of December 31, 2025. #### Accounts Receivable The Company will set a provision for an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for credit losses. #### Income Taxes: The Company is a single member limited liability company and as such, is a disregarded entity fortax purposes and does not file tax returns or pay income taxes. All income and losses are passed through to the Member to be included on the Member's tax return. The Company is not subject to income tax return examinations by major taxing authorities for years before 2022. The Company has adopted the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes. Under ASC 740-10, the Company is required to evaluate each of its tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. A tax position includes an entity's status including its status as a pass-through entity, and the decision not to file a tax return. The Company has evaluated each of its tax positions and has determined that no provision or liability for income taxes is necessary. #### Securities Valuation The Company values its securities in accordance with ASC 820 - Fair Value Measurements. Under ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. {8}------------------------------------------------ NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 #### Securities Valuation (continued) In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent ofthe Company. Unobservable inputs reflect the Company's assumption about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: - Level 1 Valuations based on unadjusted quoted prices in active marketsfor identical assets or liabilities that the Company has the ability to access. Valuation adjustments and blockage discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree ofjudgment. - Level 2 Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. - Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company's own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputsthat are current as ofthe measurement date, including during periods of market dislocation. In periods of market dislocation, theobservability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy. The Company values investments in securities owned and securities sold, not yet purchased based on quoted prices in active markets. These are considered Level 1 securities for active markets and Level 2 securities for thinly traded markets {9}------------------------------------------------ ## **NEXTGEN CAPITAL MARKETS, LLC** NOTES TO FINANCIAL STATEMENT ### DECEMBER 31, 2025 ### Single Reportable Segment The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services including agency transactions and investment banking activities. The Company has identified its President 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 D), 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 of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. ## **Note 2:** ### **Fair value measurements** The fair value of the warrant is classified within Level 3 of the fair value hierarchy because it is valued using significant unobservable inputs. The Company considers multiple valuation techniques and values the warrants on a recurring basis. The Company can estimate the fair value of the warrant using a combination of recent financing transaction prices, option pricing models, and market-based evidence from comparable companies. Recent rounds of financing of the issuer's equity securities are evaluated and, where appropriate, used as a calibration point, with adjustments made to reflect differences in instrument terms and market conditions at the measurement date. In addition, the Company considers valuation indications from comparable company trading multiples and transaction metrics, adjusted to reflect differences in size, growth, risk profile, and other relevant factors. Changes in any of these unobservable inputs, individually or in combination, may result in a significantly higher or lower fair value measurement. | Quoted Prices in | Significant | | | |------------------|-------------|--------------|--------------| | Active Markets | Other | Significant | Balances | | for | Observable | Unobservable | as of | | Identical Assets | Inputs | Inputs | December 31, | | (Level I) | (Level 2) | (Level 3) | 2025 | | | | | | | \$ | \$ | \$ 202,816 | \$ 202,816 | | | | | | ### **Note 3: Related Party Transactions** The Company entered into an Expense Sharing Agreement in March 2014 with the Member. Pursuant to the agreement the Company reimburses the Member for certain expenses incurred by the Member but for which the Company receives benefit. ### **Note 4: Indemnifications** In the normal course of its business, the Company indemnifies certain service providers against specified losses in connection with their providing services to the Company. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. The Company does not believe it will ever have to make a material payment under these arrangements and has not recorded any contingent liability in the financial statements for these indemnifications. {10}------------------------------------------------ NOTES TO FINANCIAL STATEMENT DECEMBER 31, 2025 #### **Note 5: Net Capital** The Company, as a registered broker-dealer, is subject to the Net Capital Rule (Rule 15c3-l) of the Securities and Exchange Commission and is required to maintain a minimum net capital of not less than the greater of \$5,000 or 6 2/3% of the Company's aggregate indebtedness as defined by the Rule. At December 31, 2025 the Company had net capital of \$409,786 which was \$404,786 in excess of its minimum required net capital of \$5,000. The Company's ratio of aggregate indebtedness to net capital shall not exceed 15 to 1 and at December 31, 2025 the ratio of aggregate indebtednessto net capital was .09 to 1. ### **Note 6:** #### **Exemption from SEC Rule 15c3-3** The Company does not claim an exemptive provision to Rule 15c3-3 of the Securities Exchange Act of 1934 during the fiscal year ended December 31, 2025. The Company believes the services they provide would not subject the Company to the provisions of SEC Rule 15c3-3, because the Company without exception, did not hold customer funds or securities and its business activities were limited to (1) effecting securities transactions via subscriptions; and (2) receiving transaction-based compensation for identifying potential merger and acquisition opportunitiesfor clients; during the fiscal year ended December 31, 2025. The Company is filing its exemption report in accordance with Footnote 74 of SEC Release 34-70073 and as discussed in Question 8 of the related FAQ issued by the SEC Staff. Accordingly, the Company is not required to maintain a reserve account for the exclusive benefit of customers nor is it required to make a determination of the possession or control requirements of the rule. #### **Note 7: Subsequent Events** The Company evaluated subsequent events through April 8, 2026 when this financial statement were available to be issued. The Company is not aware of any significant events that occurred subsequent to the balance sheet date but priorto the filing date ofthis reportthat would have a material impact on the financial statements. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.