# HOOPOE CAPITAL MARKETS, LLC X-17A-5 (2026-03-02) — Broker-dealer annual report
- Company: HOOPOE CAPITAL MARKETS, LLC
- Form: X-17A-5
- Filed: 2026-03-02
- Period: 2025-12-31
- Accession: 0001737282-26-000001
- CIK: 1737282
- File #: 8-70107
- Type: Broker-dealer
- Material weakness: No
- Auditor: Withum Smith Brown
- Auditor location: Boston, MA
- Contact: Mohmmad Bilal Kaleem
- Phone: 6174293237
- Email: bilal@hoopoeadvisors.com
- Website: hoopoeadvisors.com
- Signed by: Mohammad Bilal Kaleem (Executive Representative)
Original filing: https://www.sec.gov/Archives/edgar/data/1737282/000173728226000001/HCMAuditPublicSubmission.pdf
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Financial Statements and Supplemental Schedules Pursuant to Rule 17a-5(e)(3) under the Securities and Exchange Act of 1934 and Report of Independent Registered Public Accounting Firm Fortheyearended December 31, 2025
(Public)
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#### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549**
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### **ANNUAL REPORTS FORM X-17A-5 PART** Ill
**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 **O 1/01/2025** AND ENDING **12/31/2025**
| ENDING 12/31/20 |
|-----------------|
MM/DD/VY MM/DD/VY
**A. REGISTRANT IDENTIFICATION**
# NAME oF FIRM: Hoopoe Capital Markets, LLC ........
TYPE OF REGISTRANT (check all applicable boxes):
~ Broker-dealer D 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.)
# 603 Massachusetts Ave., Suite 200
| (No. and Street) | | | | | |
|-------------------------------------------------------------------------------------------------|------------------------------|-----------------|--------------------------|--|--|
| Boston | MA | | 02118 | | |
| (City) | (State) | | (Zip Code) | | |
| PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | |
| Mohammad Kaleem | 617 708 0639 | | bilal@hoopoeadvisors.com | | |
| (Name) | (Area Code-Telephone Number) | (Email Address) | | | |
| B. ACCOUNTANT IDENTIFICATION | | | | | |
| INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Withum Smith+Brown | | | | | |
| (Name- if individual, state last, first, and middle name) | | | | | |
| 155 Seaport Blvd F3 | Boston | MA | 02210 | | |
| (Address) | (City) | (State) | (Zip Code) | | |
10/08/2002 100
I
(Date of Registration with PCAOB)(if applicable)
**{PCAOBReg;stcat;oo N,mbec, ;f a pplkable}** I
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\* 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 0MB control number.**
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#### **OATH OR AFFIRMATION**
I, Mohammad Bilal Kaleem , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Hoopoe Capital Markets, **LLC** , 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. Signature: ~
Title: Executive Representative
#### **This filing\*\* contains (check all applicable boxes):**
- X (a) Statement of financial condition.
- X (b) Notes to consolidated statement of financial condition.
- □ (c) Statement of income (loss) or, ifthere 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 240.15c3-1 or 17 CFR 240.18a-1, as applicable.
- □ (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- □ 0) 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 240.15c3-1, 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.
- □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- X (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, 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.
- X (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 240.15c3-1e 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.
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### **HOOPOE CAPITAL MARKETS, LLC**
TABLE OF CONTENTS FOR THE YEAR ENDED DECEMBER 31 , 2025
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
|---------------------------------------------------------|-----|
| FINANCIAL STATEMENT | |
| STATEMENT OF FINANCIAL CONDITION | 2 |
| NOTES TO FINANCIAL STATEMENT | 3-6 |
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### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
To the Management and Member of Hoopoe Capital Markets, LLC:
#### **Opinion on the Financial Statement**
We have audited the accompanying statement of financial condition of Hoopoe 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 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 2019. New York, New York February 27, 2026
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#### **Assets**
| | Cash | \$73,569 |
|---------------------------------------|----------------------------------------------------|----------------|
| | Due from broker | 25,117 |
| | Clearing deposit | 50,000 |
| | Receivables from non-customers
Prepaid expenses | 7,631
6,731 |
| Total assets | | \$163,048 |
| Liabilities and Member's Equity | | |
| Liabilities | | |
| | Due to Related Party | \$24,500 |
| | Accounts payable | 7,722 |
| | Deferred revenue | 1,864 |
| Total liabilities | | 34,086 |
| Member's equity | | 128,962 |
| Total liabilities and member's equity | | \$163 048 |
The accompanying notes are an integral part of this financial statement.
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## **HOOPOE CAPITAL MARKETS, LLC**
NOTES TO FINANCIAL STATEMENT DECEMBER 31 , 2025
#### **NOTE 1 -ORGANIZATION AND NATURE OF BUSINESS**
Hoopoe Capital Markets, LLC (the "Company") is a Delaware Limited Liability Company formed on March 14, 2018, and was approved by the Securities and Exchange Commission ("SEC") on December 20, 2018 (date of registration) for the purpose of conducting business as a broker-dealer registered with the Financial Industry Regulatory Authority ("FINRA") and the SEC. The Company represents corporate and private clients in a broad range of transactions, including: private placement; as a broker retailing corporate equity and debt securities, U.S. government securities, municipal securities including 529 plans, non-traded real estate investment trusts ("REITs"); mutual funds; and as a broker selling variable life insurance or annuities. The Company transacts its business with customers located in California, Massachusetts, New Jersey, New York, North Carolina, Pennsylvania and Texas. The Company as a non-clearing broker does not handle any customer funds or securities.
#### **NOTE 2** - **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
#### **BASIS OF PRESENTATION**
The Company prepares its financial statement in accordance with accounting principles generally accepted in the United States of America **("GAAP").** This basis of accounting involves the application of accrual accounting; consequently, revenues and gains are recognized when earned and expenses and losses are recognized when incurred.
#### **USE OF ESTIMATES**
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
#### **CASH**
The Company maintains a cash bank deposit account with a financial institution in Massachusetts. At December 31 , 2025, the Company's cash does not exceed the Federal Deposit Insurance Corporation ("FDIC") limit of \$250,000.
#### **SIGNIFICANT JUDGMENTS**
Revenue from contracts with customers includes commission income and fees from private placements. The recognition and measurement of revenue is based on the assessment of individual contract items. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable considerations should be applied due to uncertain future events. If the revenue, in the Company's judgment, does not meet the criteria for inclusion in income, then the revenue would be recorded as deferred revenue.
The Company had no contract assets at January 1, 2025 and December 31 , 2025. The Company had deferred revenue of \$1 ,089 and \$1 ,864 at January 1, 2025 and December 31 , 2025, respectively.
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#### **HOO POE CAPITAL MARKETS, LLC** NOTES TO FINANCIAL STATEMENT DECEMBER 31 , 2025
#### **MEASUREMENT OF CREDIT LOSSES ON FINANCIAL INSTRUMENTS**
Effective January 1, 2020, the Company adopted Accounting Standards Codification Topic 326, Financial Instruments - Credit Losses ("ASC 326"). ASC 326 impacts the impairment model for certain financial assets measured at amortized cost by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset, recorded at inception or purchase. The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis, the allowance for credit losses is reported as a valuation account on the statement of financial condition that is deducted from the asset's amortized cost basis.
The Company identified receivables , including its clearing deposit with its clearing broker (\$50,000 balance at both January 1, 2025 and December 31 , 2025) and receivable from non-customers (\$15,732 and \$7,631 as of January 1, 2025 and December 31 , 2025, respectively) and due from broker (\$24,580 and \$25,117 as of January 1, 2025 and December 31 , 2025, respectively) as impacted by the above guidance. As a non-clearing broker, the Company has its customers' transactions cleared through the executing broker or other broker-dealers pursuant to clearance agreements. The Company's receivables from broker-dealers and clearing organizations may include commissions receivable from settled and unsettled trades, accrued interest receivables and cash deposits. For commissions receivable from trades settled pursuant to clearance agreements, the amount of unsettled credit exposures is limited to the amount owed the Company for a very short period of time as the trades are settled daily between the clearing organization and the Company's customers. The Company proactively monitors the settlement activity between the clearing organization and its customers and reviews the credit quality of its counterparties.
At December 31 , 2025, the Company has \$7,631 of receivables from non-customers and a \$50,000 cash deposit with its clearing broker in connection with their clearing agreement, and \$25,117 balance in its settlement account with its clearing broker. The Company's CECL allowance at both January 1, 2025 and December 31 , 2025 was zero, and there was no credit loss expense for the year ended December 31 , 2025.
#### **INCOME TAXES**
The Company is a single member limited liability company under the provisions of the Internal Revenue Code. Under these provisions, the Company's net income or loss is reported directly on the individual tax return of the member. Accordingly, no provision for income taxes has been made in the accompanying financial statements.
At December 31 , 2025, management of the Company did not identify any uncertain tax positions taken or expected to be taken in an income tax return which would require adjustment to or disclosure in its financial statements. The Company's tax returns are subject to possible examination by the taxing authorities. For federal income tax purposes, the tax returns essentially remain open for possible examination for a period of three years after the date on which those returns are filed.
#### **NOTE 3- EXEMPTION FROM RULE 15c3-3**
The Company operates under the exemptive provision of paragraph (k)(2)(ii) of SEC Rule 15c3-3.
The Company is considered a Non-Covered broker dealer with respect to its business activities involving private placements of securities. Therefore, it will not operate pursuant to the (k)(2)(i) exemption provided under SEC Rule 15c3-3. The Company will rely on footnote 74 to SEC release 34-70073,and as discussed in Q&A 8 of the related FAQ issued by SEC staff.
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The Company does not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, does not carry accounts of or for customers, and does not carry **PAB** accounts.
#### **NOTE 4- NET CAPITAL REQUIREMENT**
The Company, as a member of FINRA, is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c- 3-1 ), 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, as defined. At December 31 , 2025 the Company had net capital of \$114,600 which was \$109,600 in excess of its minimum net capital of \$5,000.
#### **NOTE 5 - COMMITMENTS AND CONTINGENCIES**
The nature of the Company's business subjects it to various claims, and other proceedings in the ordinary course of business. The ultimate outcome of any such actions against the Company could have an adverse impact on the financial condition, results of operations, or cash flows of the Company. As of December 31, 2025, there are no outstanding issues as a result of these examinations that could have a material impact on the financial statements.
The Company is subject to periodic regulatory audits and inspections which may result in fines or other disciplinary actions. Unfavorable outcomes in such matters may result in a material impact to the Company's financial position, results of its operations or cash flows. In 2025, the Company was examined by one of its regulators, FINRA. As of the date of this report, the Company is not aware of any material adverse effect to the Company's financial condition or results of its operations or cash flows as a result of the examination.
#### **NOTE 6 - CLEARING ARRANGEMENTS**
The Company entered into a clearing agreement with RBC Capital Markets LLC ("Clearing Broker") on December 14, 2018 to provide executions and clearing services on behalf of its customers on a fully disclosed basis. All customer records and accounts are maintained by the Clearing Broker. Pursuant to the clearing agreement, the Company is required to maintain a deposit of \$50,000 with the Clearing Broker.
#### **NOTE 7** - **RELATED PARTY TRANSACTIONS**
The Company maintains an expense sharing agreement with Hoopoe Advisors ("HA") pursuant to SEC rule 1 ?a-3 and 1 ?a-4. Pursuant to the agreement, the Company is not obligated to pay its affiliate for services described in the expense sharing agreement paid by its affiliate. As per the agreement, HA maintains a schedule of these expenses as per the requirements of the SEC and FINRA. The Company's expense sharing agreement includes services for utilities, telephone services, internet services and typical office facilities expense. For the year ended December 31 , 2025, there were no expenses paid to related parties.
As of December 31 , 2025, the Company owed \$24,500 to a related party, "HA". These were incentive payments the Company received from its clearing broker, RBC Capital Markets LLC, on behalf of the related party.
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## **HOOPOE CAPITAL MARKETS, LLC**
NOTES TO FINANCIAL STATEMENT DECEMBER 31 , 2025
#### **NOTES-SUBSEQUENT EVENTS**
Management has considered subsequent events reviewed through February 27 , 2026. There were no other subsequent events that required recognition or disclosure.
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.