# POLARIS PRIVATE PLACEMENTS, LLC X-17A-5 (2026-03-30) — Broker-dealer annual report - Company: POLARIS PRIVATE PLACEMENTS, LLC - Form: X-17A-5 - Filed: 2026-03-30 - Period: 2025-12-31 - Accession: 0001701383-26-000001 - CIK: 1701383 - File #: 8-69922 - Type: Broker-dealer - Material weakness: No - Auditor: RUBIO CPA, PC - Auditor location: Atlanta, GA - Contact: Anthony Diamos - Phone: 4045366984 - Email: adiamos@bdcaonline.com - Website: bdcaonline.com - Signed by: John C. Pernell, Jr. (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1701383/000170138326000001/pppaudit.pdf --- {0}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 0MB APPROVAL 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 # **ANNUAL REPORTS FORM X-17 A-5 PART Ill** | SEC FILE NUMBER | | | | | |-----------------|--|--|--|--| | | | | | | | 8-69922 | | | | | | 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/VY | AND ENDING | MM/DD/VY | | | | | A. REGISTRANT IDENTIFICATION | | | | | | NAME OF FIRM: | Polaris Private Placements, LLC
------------------------------- | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
� Broker-dealer
□ Security-based swap dealer
D Major security-based swap participant
□ Check here if respondent is also an OTC derivatives dealer | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | | 825 Lowcountry Blvd., Suite 206 | | | | | | | (No. and Street) | | | | | | Mt. Pleasant
SC | | | 29464 | | | | (City)
(State) | | | (Zip Code) | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | Anthony Diamos
( 404) 536-6984
adiamos@bdcaonline.com | | | | | | | (Name) | (Area Code -Telephone Number) | | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
RUBIO CPA, PC | | | | | | | 3500 Lenox Road NE, Suite 1500 | (Name - if individual, state last, first, and middle name)
Atlanta | GA | 30326 | | | | (Address)
05/05/2009 | {City) | (State)
3514 | (Zip Code) | | | | rt•
of Re�stcat;oa with PCAOBJI• apPlkable)
{PCAOB Reglstcatloa Norn bee, If appll�ble)
FOR OFFICIAL USE ONLY
I | | | | | | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-S(e)(l)(ii), if applicable. **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** | | I, John c. Pernell, Jr. | | | | swear (or affirm) that, to the best of my knowledge and belief, the | | | |-------|-------------------------|--------------------------------------------|--|--|--------------------------------------------------------------------------------------|--|-------| | | | financial report pertaining to the firm of | | | Polaris Private Placements, LLC | | as of | | 12/31 | | | | | 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.** | 12
Sighature: | | |-------------------------|--| | Title: | | | Chief Executive Officer | | **Notary Public** #### **This filing\*\* contains (check all applicable boxes):** - **� (a) Statement of financial condition.** - □ **(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.** - **D (f) Statement of changes in liabilities subordinated to claims of creditors.** - **� (g) Notes to consolidated financial statements.** - **� (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-l, as applicable.** - **D (i) Computation of tangible net worth under 17 CFR 240.18a-2.** - **D (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.** - **D (k) Computation for 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.** - **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.** - **� (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 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.** - **D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.** - **� (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.** - **� (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.** - **D (t) Independent public accountant's report based on an examination of the statement of financial condition.** - **� (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.** - **D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.** - **� (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.** - **D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable.** - **D (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k).** - **D (z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_** *\*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-S(e}(3) or 17 CFR 240.18a-7(d)(2), as applicable.* {2}------------------------------------------------ # **POLARIS PRIVATE PLACEMENTS, LLC** FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM {3}------------------------------------------------ # **POLARIS PRIVATE PLACEMENTS, LLC** ## **CONTENTS** Report oflndependent Registered Public Accounting Firm Statement of Financial Condition Statement of Operations Statement of Changes in Member's Equity Statement of Cash Flows Notes to Financial Statements Supplementary Information | Schedule I: | Computation of Net Capital Pursuant to Rule 15c3-l of the Securities and
Exchange Commission as of December 31, 2025 | |---------------|-------------------------------------------------------------------------------------------------------------------------------------------------------| | Schedule II: | Computation for Determination of Reserve Requirements Under Rule 15c3-3 of
the Securities and Exchange Commission as of December 31, 2025 | | Schedule III: | Information Relating to the Possession or Control Requirements Under Rule
15c3-3 of the Securities and Exchange Commission as of December 31, 2025 | Report oflndependent Registered Public Accounting Firm on the Company's Exemption Report Polaris Private Placements, LLC Exemption Report {4}------------------------------------------------ # **RUBIO CPA, PC** CERTIFIED PUBLIC ACCOUNTANTS 3500 Lenox Road NE Suite 1500 Atlanta, GA 30326 770-690· 8995 # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of Polaris Private Placements, LLC Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Polaris Private Placements, LLC (the "Company") as of December 31, 2025, 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. Our audit included performing procedures to assess the risks of material misstatement to 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. #### Supplemental Information The information contained in Schedules I, II and III 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 information in Schedules I, II and III 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 accompanying schedules. In forming our opinion on the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented {5}------------------------------------------------ in conformity with 17 C.F.R. §240. l 7a-5. In our opinion, the aforementioned supplemental information 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 2019. March 30, 2026 Atlanta, Georgia ![](_page_5_Picture_3.jpeg) {6}------------------------------------------------ #### **POLARIS PRIVATE PLACEMENTS, LLC STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2025** #### **ASSETS** | Cash | | 7,162 | |---------------------------------------|----|-------| | Prepaid expenses and other assets | | 2,217 | | | | | | Total Assets | | 9,379 | | | | | | LIABILITIES AND MEMBER'S EQUITY | | | | | | | | LIABILITIES | | | | Total Liabilities | | | | | | | | | | | | MEMBER'S EQUITY | | 9,379 | | | | | | Total liabilities and member's equity | \$ | 9,379 | {7}------------------------------------------------ #### **POLARIS PRIVATE PLACEMENTS, LLC STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025** | REVENUE | | |------------------------------------------------|----------------| | Forgiveness of Indebtedness -
Related Party | \$
2,295 | | Total revenue | 2,295 | | EXPENSES | | | Professional fees | 17,405 | | Other | 1,865 | | Occupancy | 1,200 | | Technology and communications | 623 | | Total expenses | 21,093 | | NET LOSS | \$
(18,798) | {8}------------------------------------------------ #### **POLARIS PRIVATE PLACEMENTS, LLC STATEMENT OF CHANGES IN MEMBER'S EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025** | BALANCE, December 31, 2024, as previously reported | \$
6,131 | |-----------------------------------------------------|-------------| | Adjustment to reflect prior year expense as prepaid | 630 | | BALANCE, December 31, 2024, as adjusted | 6,761 | | Contributions | 28,416 | | Distributions | (7,000) | | Net Loss | (18,798) | | BALANCE, December 31, 2025 | \$
9,379 | {9}------------------------------------------------ ## **POLARIS PRIVATE PLACEMENTS, LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025** #### **CASH FLOWS FROM OPERATING ACTIVITIES:** | Net Loss | \$
(18,798) | |-------------------------------------------------------|----------------| | Items which do not affect cash: | | | Adjustment to reflect prior year expense as prepaid | 630 | | Adjustments to reconcile net loss to net cash used by | | | operating activities: | | | Increase in prepaid exenses and other assets | (2,217) | | NET CASH USED BY OPERA TING ACTIVITIES | (20,385) | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | Contributions | 28,416 | | Distributions | (7,000) | | NET CASH PROVIDED BY FINANCING ACTIVITIES | 21,416 | | NET INCREASE IN CASH | 1,031 | | CASH, at beginning of year | 6,131 | | CASH, at end of year | \$
7,162 | | Supplemental Information: | | | Non-cash Financing Activity | | | Contribution of expense paid by Member | \$
1,830 | {10}------------------------------------------------ #### *NOTE 1 POLICIES ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING* #### *Organization and business* Polaris Private Placements, LLC (the "Company") is a securities broker-dealer registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA). The Company is a South Carolina limited liability company organized in September 2016 and became a broker-dealer in July 2018. As a limited liability company, the member's liability is limited to its investment. #### *Accounting Policies* The Company follows Generally Accepted Accounting Principles (GAAP) as established by the Financial Accounting Standards Board (F ASB) to ensure consistent reporting of financial condition, results of operations, and cash flows. #### *Cash* The Company maintains its bank accounts with a high credit quality financial institution. Balances at times may exceed federally insured limits. #### *Revenue Recognition* The Company has not yet generated revenue from customers. The Company's revenue will primarily be commissions and fees earned from private placements and the sale of limited partnerships in primary distributions. 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 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. #### *Estimates* Management uses estimates and assumptions in preparing the financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could vary from the estimates assumed in preparing the financial statements. {11}------------------------------------------------ # *NOTE 1* - *ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)* #### *Income Taxes* The Company is a single-member limited liability company and is considered a disregarded entity for federal income tax reporting purposes. Accordingly, the Company does not file a separate income tax return. The income or losses of the Company flow through to and are taxable to the member. Therefore, no income taxes are reflected in the accompanying financial statements. The Company follows the provisions of F ASB Accounting Standards Codification Topic 740-10 ("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 return. The Company has evaluated each of its tax positions and has determined that it has no uncertain tax positions for which a provision or liability for income taxes is necessary. # *NOTE 2* - *NET CAPITAL REQUIREMENTS* The Company is subject to SEC Uniform Net Capital Rule l 5c3-l, which requires the maintenance of a minimum net capital, as defined, equal to the greater of \$5,000 or 6 2/3% of aggregate indebtedness as well as a ratio of aggregate indebtedness to net capital that shall not exceed 15 to 1. At December 31, 2025, the Company had net capital of \$7,162, which was \$2,162 in excess of its required minimum net capital of \$5,000. The Company's ratio of aggregate indebtedness to net capital was 0.00 to 1.00. #### *NOTE 3* - *DATE OF MANAGEMENT'S REVIEW* Subsequent events were evaluated through the date the financial statements were issued. # *NOTE 4* - *CONTINGENCIES* The Company is subject to litigation in the normal course of business. The Company has no litigation in progress at December 31, 2025. {12}------------------------------------------------ #### *NOTE* **5** - *RELATED PARTYTRANSACTIONS* The Company has an expense sharing agreement with a sister company whereby certain expenses such as occupancy and technology and communication services are allocated to the Company based upon estimated usage by the Company. The amount expensed by the Company during 2025 pursuant to this agreement was approximately \$1,823. During 2025, the sister company forgave all amounts owed to it under the expense sharing agreement in the aggregate amount of approximately \$1,823. This amount is included within forgiveness of indebtedness revenue within the accompanying statement of operations. Separately, the sister company at times pays operating expenses on behalf of the Company for which it subsequently seeks reimbursement or forgives the amount to which it is entitled to be reimbursed. During 2025, the sister company forgave approximately \$472 of operating expenses paid by the sister company which is included within forgiveness of indebtedness revenue within the accompanying statement of operations. There was no balance due to the sister company as of December 31, 2025, arising from the expense sharing agreement with the sister company nor from operating expenses paid by the sister company on the Company's behalf. The member at times pays operating expenses on behalf of the Company for which it subsequently seeks reimbursement or forgives the amount to which it is entitled to be reimbursed which is recorded as a capital contribution by the Company. There was no balance due to the member as of December 31, 2025 as a result of the member's payment of such expenses. Financial position and results of operations could differ from the amounts in the accompanying financial statements if these related party transactions did not exist. # *NOTE 6* - *SEGMENT REPORTING* The Company's chief operating decision maker is its chief executive officer. The Company has one reportable segment: investment banking. The accounting policies of the investment banking segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker assesses performance for the investment banking segment and decides how to allocate resources based on the Company's net loss as is reported within the accompanying statement of operations. Additionally, the chief operating decision maker uses excess net capital (see Note 2), 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 distributions. The Company's operations constitutes a single operating segment and therefore, a single reportable segment, because the chief operating decision maker manages the business activities using information of the Company as a whole. {13}------------------------------------------------ #### *NOTE* 7 - *NET LOSS* The Company incurred a loss for 2025 and was dependent on capital contributions from its member for working capital and net capital. The Company's member has represented that it has the means and intentions to provide capital contributions as needed to ensure the Company's survival through at least one year subsequent to the date of the report of the independent registered public accounting firm. Management expects the Company to continue as a going concern and the accompanying financial statements have been prepared on a going-concern basis without adjustments for realization in the event that the Company ceases to continue as a going concern. {14}------------------------------------------------ # **SUPPLEMENTARY INFORMATION** {15}------------------------------------------------ # **Schedule I Computation of Net Capital Pursuant to Rule 15c3-1 of the Securities and Exchange Commission As of December 31, 2025** | NET CAPITAL | | |----------------------------------------------------------|----------------| | Member's equity | \$
9,379 | | Total non-allowable assets | 2,217 | | NET CAPITAL | 7,162 | | Minimum requirement of 6-2/3 % of aggregate indebtedness | | | or \$5,000, whichever is greater | 5,000 | | Excess net capital | 2,162 | | AGGREGATE INDEBTEDNESS: | \$
======== | | RATIO OF AGGREGATE INDEBTEDNESS TO NET CAPITAL: | 0.00 to 1.00 | **Reconciliation with the Company's computation of net capital included in Part IIA of Form X-17 A-5 as of December 31, 2025 and net capital as computed above.** **There are no material differences between the above computation of net capital and the corresponding computation reported in Form X-17 A-5 Part IIA, as amended.** {16}------------------------------------------------ #### **POLARIS PRIVATE PLACEMENTS, LLC** #### **SCHEDULE II** #### **COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2025** The Company does not claim exemption from SEA Rule 15c3-3, in reliance on Footnote 74 of the 2013 Release. The Company does not hold customer funds or securities. #### **SCHEDULE III** #### **INFORMATION RELATING TO THE POSSESSION OR CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AS OF DECEMBER 31, 2025** The Company does not claim exemption from SEA Rule 15c3-3, in reliance on Footnote 74 of the 2013 Release. The Company does not hold customer funds or securities. {17}------------------------------------------------ **RUBIO CPA, PC** CERTJFJED PUBLJC ACCOUNTANTS 3500 Lenox Road NE Suite 1500 Atlanta, GA 30326 770-690-899 5 ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of Polaris Private Placements, LLC We have reviewed management's statements included in the accompanying Broker Dealers Annual Exemption Report in which (l) Polaris Private Placements, LLC did not claim an exemption from Rule l 5c3-3 in reliance upon Footnote 74 of the 201 3 Release, (2) Polaris Private Placements, LLC stated that it conducted business activities involving placement and advisory services to customers consisting of capital raising activity throughout the year ended December 3 l, 2025, without exception, and (3) Polaris Private Placements, LLC stated that Polaris Private Placements, LLC met the identified conditions for such reliance throughout the most recent fiscal year without exception. Polaris Private Placements, LLC 's management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Polaris Private Placements, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in Footnote 74 of the 2013 Release. March 30, 2026 Atlanta, GA **11.J.;c.fA �** Rubio CPA� PC {18}------------------------------------------------ #### **POLARIS PRIVATE PLACEMENTS, LLC'S EXEMPTION REPORT** I, as member of management of Polaris Private Placements, LLC ( the "Company") am responsible for complying with Rule 17a-5, "Reports to be made by certain brokers and dealers." I have performed an evaluation of the Company's compliance with the requirements of Rule 17a-5 and the exemption provisions in Rule 15c3-3(k) (the "exemption provisions") and of the 2013 Release adopting amendments to Rule 17a-5, including Footnote 74 of the 2013 Release. I have determined that the Company does not meet any of the exemption conditions of paragraph (k) of Rule 15c3-3 (i.e., paragraph (k)(l), (k)(2)(i) or (k)(2)(ii) but also (1) does 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 Exchange Act Rule 15c2-4 ("Rule 15c2-4"); (2) does not carry accounts of or for customers; and (3) does not carry PAB accounts (as defined in Rule l 5c3-3) and therefore is covered by Footnote 74 of the 2013 Release. Accordingly, based on my evaluation I make the following statements to the best knowledge and belief of the Company: - 1. I reviewed the provisions of Rule § 15c3-3 and related guidance stated in the SEC Staffs FAQ and confirmed that the Company relied on Footnote 74 of the 2013 Release. - 2. The Company conducted business activities involving placement and advisory services to customers consisting of capital raising activity throughout the year ended December 31, 2025 without exception. - 3. The Company met the identified conditions for such reliance throughout the period January 1 to December 31, 2025 without exception. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.