# OPPORTUNE PARTNERS LLC X-17A-5 (2026-03-05) — Broker-dealer annual report - Company: OPPORTUNE PARTNERS LLC - Form: X-17A-5 - Filed: 2026-03-05 - Period: 2025-12-31 - Accession: 0001732892-26-000001 - CIK: 1732892 - File #: 8-70085 - Type: Broker-dealer - Material weakness: No - Auditor: WithumSmith Brown, PC - Auditor location: Princeton, NJ - Contact: Daniel Kohl - Phone: 713-237-2525 - Email: dkohl@opportune.com - Website: opportune.com - Signed by: Daniel Kohl (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1732892/000173289226000001/2025auditpublicopportune-.pdf --- {0}------------------------------------------------ **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 ## **ANNUAL REPORTS FORM X-17A-5 PART III** SEC FILE NUMBER 8-70085 | | FACING PAGE | | |--|-------------|--| | | | | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 FILING FOR THE PERIOD BEGINNING 01/01/2025 AND END|NG 12/31/2025 MM/DD/YY MM/DD/YY **A. REGISTRANT IDENTIFICATION** # NAME OF FIRM: Opportune Partners LLC TYPE OF REGISTRANT (check all applicable boxes): S 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.) ## 711 Louisiana Street, STE 3100 | | (No. and Street) | | | | | | |-------------------------------------------------------------------------------------------------------------------------|--------------------------------------|-----------------|--------------------------------------------|--|--|--| | Houston | TX | | 77002 | | | | | (City) | (State) | | (Zip Code) | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | Daniel
Kohl | 713-237-2525 | | dkohl@opportune.com | | | | | (Name) | -
Telephone Number)
(Area Code | (Email Address) | | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | filing*
in
this
INDEPENDENT PUBLIC ACCOUNTANT whose
reports
are
contained
WithumSmith+Brown,
PC | | | | | | | | (Name -if
individual, state last, first, and middle name) | | | | | | | | 506
Carneige
Center,
Suite
400 | Princeton | NJ | 08540 | | | | | (Address) | (City) | (State) | (Zip Code) | | | | | 10/08/2003 | | 100 | | | | | | (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 as the basis of the exemption. See 17 CFR 240.17a-5(e)(l)(ii),if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION | I,
Daniel Kohl | | | | ,
swear (or | affirm) | to
that, | best of
the | | my knowledge and | the
belief, | |-------------------|------------|----|-------------------|-------------------------|--------------|-------------|----------------|------|------------------|--------------------| | financial report | pertaining | to | the
firm
of | Opportune Partners LLC | | | | | | ;
as of | | 12/31 | | | ,
2 025 | 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. LJ. Title: Chief Executive Officer and President #### This filing\*\* contains (check all applicable boxes): - **B** (a) Statement of financial condition. - **B** (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, of the 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. - **B** (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. - **B** (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 of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (x) Supplemental reports on applying agreed-upon procedures, in 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: - \*\*fo *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}------------------------------------------------ ## OPPORTUNE PARTNERS LLC 2025 AUDITED FINANCIAL STATEMENTS PUBLIC REPORT {3}------------------------------------------------ #### CONTENTS | REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM | | | | | | |---------------------------------------------------------------------------|-----|--|--|--|--| | STATEMENTS
FINANCIAL | | | | | | | Statement
of
Condition
Financial | 2 | | | | | | to
Notes
Financial
Statements | 3-7 | | | | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member of Opportune Partners LLC: #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Opportune Partners 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 this 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 statement. We believe that our audit provides a reasonable basis for our opinion. We have served as the Company's auditor since 2018. Houston, Texas March 2, 2026 {5}------------------------------------------------ ## **OPPORTUNE PARTNERS LLC Statement of Financial Condition December 31, 2025** #### **ASSETS** | Cash | \$
3,029,188 | |------------------------|-----------------| | Accounts
receivable | 30,000 | | expenses
Prepaid | 7,116 | | TOTAL
ASSETS | \$
3,066,304 | #### **LIABILITIES AND MEMBER'S CAPITAL** #### **Liabilities** | accrued
expenses
Accounts
payable
and | \$
47,178 | |----------------------------------------------------|-----------------| | Bonus
payable | 2,500,000 | | tax
accrual
Franchise | 22,847 | | TOTAL
LIABILITIES | 2,570,025 | | Member's
Capital | 496,279 | | AND
MEMBER'S
TOTAL
LIABILITIES
CAPITAL | \$
3,066,304 | See notes to financial statements. {6}------------------------------------------------ ### **Note 1 - Nature of Business and Summary of Significant Accounting Policies** #### *Nature of Business:* OPPORTUNE PARTNERS LLC, (Company) is a limited liability company organized in the State of Texas in January 2018 to provide investment banking services, including acquisitions, divestitures and mergers advisory, debt and equity private placements, restructuring and fairness opinion services. The Company is registered as a broker/dealer with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA) and Securities Investor Protection Corporation (SIPC). #### *Significant Accounting Policies:* #### Basis of Accounting and Use of Estimates The preparation of financial 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 the assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. #### Segment Reporting The Company adopted Accounting Standards Codification, ASC 280, *Segment Reporting* in 2024. The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of advisory services. The Company has identified its CEO as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses excess net capital, which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or to pay distributions. 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. #### Cash and Cash Equivalents For purposes of reporting cash flows, the Company has defined cash equivalents as highly liquid investments, with original maturities of less than ninety days, which are not held for sale in the ordinary course of business. The Company maintains its operating cash at a financial institution. At December 31, 2025, there were no cash equivalents. {7}------------------------------------------------ ### **Note 1 - Nature of Business and Summary of Significant Accounting Policies** #### Concentration in Revenue During the year ended December 31, 2025, 73% of the Company's operating revenue came from one customer. Due to the nature of the Company's business, it is reasonably possible that the loss of a customer or the default on receivables due from customers could have an adverse effect on the Company's results of operations and financial condition. #### Accounts Receivable Accounts receivable are stated at the amount the Company expects to collect. At December 31, 2025, accounts receivable totaled \$30,000. The Company evaluated its financial assets subject to ASC 326 and determined that its trade receivables, which are short-term in nature and primarily consist of advisory fees and reimbursable expense receivables, did not result in material expected credit losses. Accordingly, no allowance for credit losses was recorded as of December 31, 2025. #### Fair Value of Financial Instruments The Company's financial asset and liability amounts reported in the statement of financial condition are short-term in nature and approximate fair value. #### Income Taxes The Company is a single-member limited liability company and is treated as a disregarded entity for federal and applicable state income tax purposes. Accordingly, the income or loss of the Company is reported on the income tax return of its sole member, and no provision for income taxes has been reflected in the accompanying financial statements. The Company applies the provisions of ASC 740 related to accounting for uncertain tax positions, which prescribe a recognition threshold and measurement attribute for tax positions taken or expected to be taken in a tax return. A tax position is recognized only if it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position. The amount recognized is the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. {8}------------------------------------------------ Because the Company is treated as a disregarded entity, its tax attributes are reported in the income tax returns of itssole member, and the Company is not subject to income tax examinations by taxing authorities as a separate entity. Management has evaluated the tax positions of the Company in accordance with ASC 740 and has concluded that there are no uncertain tax positions that require recognition or disclosure in these financial statements as of December 31, 2025. #### Revenue Recognition The Company recognizes revenues in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers. Under this guidance, the Company recognizes revenue from sales when performance obligations under the terms of a contract with a customer are satisfied by analyzing exchanges with its customers using a five-step approach (1) identify the contract(s) with a customer; (2) identify the performance obligation in the contract(s); (3) determine the transaction price; (4) allocate the transaction price to the performance obligation(s) in the contract(s); and (5) recognize the revenue when (or as) the Company satisfies a performance ### **Note 1 - Nature of Business and Summary of Significant Accounting Policies (continued)** obligation. Such revenue is recorded at the amount of consideration expected to be received in exchange for the transfer of goods and services to its customers. The majority of the Company's revenue arrangements generally consist of a single performance obligation. Consulting fees are substantially reported based on an hourly rate (or other arranged billing schedule). The Company records advisory fee revenues over time, gross of related expenses, because the customer is receiving and consuming the benefits provided by the Company. Merger and acquisition success fee engagements have initial upfront fees which are earned under the terms of the contract. Any other fees are success based and are recognized at the close of the transaction at a point in time when considered earned. Occasionally, the Company receives advances or deposits from our customers, before revenue is recognized, resulting in contract liabilities. These deposits are liquidated when revenue is recognized. | | 31,
December
2025 | | 1,
2025
January | | |---------------------------|-------------------------|--------|-----------------------|-----------| | Accounts
recen
able | S | 30,000 | S | 1,122,803 | | Contract
liabilities | s | | s | | {9}------------------------------------------------ #### **Note 2 - Net Capital Requirements** The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-l), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. SEC Rule 15c3-1 also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. At December 31, 2025, the Company was in compliance with \$2,570,025 of aggregate indebtedness and net capital of \$459,163 (see Schedule I), with a required minimum net capital of \$171,336. The Member's net capital ratio was 5.6 to 1. #### **Note 3 - Concentration of Credit Risk** The Company has significant cash balances at one national bank which throughout the year regularly exceed the federally insured limit of \$250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. #### **Note 4 - Contingencies** There are currently no asserted claims or legal proceedings against the Company, however, the nature of the Company's business subjects it to various claims, regulatory examinations, and other proceedings in the ordinary course of business. The ultimate outcome of any such action against the Company could have an adverse impact on the financial condition, results of operations, or cash flows of the Company. #### **Note 5 - Transactions with Related Party** Opportune LLP is the parent of the Company's sole member. The Company paid monthly expenses to Opportune LLP through the Office and Administrative Services Agreement of \$3,194,680 based on actual expenses incurred for the year ended December 31, 2025. During the period from January 1, 2025 through December 31, 2025, the Company's member made no contributions and made distributions totaling \$2,651,339 from the company. At December 31, 2025, \$39,528 was due to Opportune LLP, which is included within accounts payable and accrued expenses on the statement of financial condition. {10}------------------------------------------------ #### **Note 6 - Accruals** The Company has recorded a \$2,500,000 staff bonus liability based on the employee agreements. ### **Note 7 - Subsequent Events** Management has evaluated the Company's events and transactions that occurred subsequent to December 31, 2025, through March 2, 2026, the date which the financial statements were available to be issued. There were no subsequent events to recognize or disclose. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.