# PORTUM CAPITAL LLC X-17A-5 (2026-02-27) — Broker-dealer annual report - Company: PORTUM CAPITAL LLC - Form: X-17A-5 - Filed: 2026-02-27 - Period: 2025-12-31 - Accession: 0001765481-26-000004 - CIK: 1765481 - File #: 8-70281 - Type: Broker-dealer - Material weakness: No - Auditor: Anson, Brian, W - Auditor location: TARZANA, CA - Contact: Jeff Horowitz - Phone: 6263560200 - Email: jeffhorowitz@bitgo.com - Website: bitgo.com - Signed by: Jeff Horowitz (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1765481/000176548126000004/2025PortumCertAuditfull.pdf --- {0}------------------------------------------------ ### FINANCIAL STATEMENTS AND ACCOMPANYING SUPPLEMENTARY INFORMATION #### REPORT PURSUANT TO SEC RULE l 7a-5(d) FOR THE YEAR ENDED DECEMBER 31, 2025 {1}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 # **ANNUAL REPORTS FORM X-17A-5 PART Ill** **0MB APPROVAL OMa Number: 3235--0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12** **SEC FILE NUMBER** 8-70281 | Information Required Pursuant to Rules 17a-S, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | FACING PAGE | | | | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------|------------|-----------|-----------------------------------------| | 01/01/25 | | | 12/31 /25 | | | FILING FOR THE PERIOD BEGINNING | MM/DD/YY | AND ENDING | | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | | NAME oF FIRM: Portum Capital, LLC | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
□ Security-based swap dealer
C!l Broker-dealer
D Check here if respondent is also an OTC llerivatives dealer | | | | □ Major security-based swap participant | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | 40 Wall Street, Suite 1702 | | | | | | | {No. and Street) | | | | | New York | | NY | | 10005 | | (City) | {State) | | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Jeff Horowitz | | | | jeffhorowitz@bitgo.com | | (Name) | (Area Code -Telephone Number)
(Email Adllress) | | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*
Brian W. Anson, CPA | | | | | | {Name -if indfvidual, state last, first, and milldle name) | | | | | | 18455 Burbank Blvd. Suite 406 Tarzana | | | CA | 91356 | | (Address) | (City) | | (State) | (Zip Code) | | 09/15/2005 | | | 2370 | | | ie of Reg;st,ation w;th PCAOBj(ff applkablel | | | | (P<:AOB Re�stration Numb-, ;f ap�kable] | | T | FOR OFFICIAL USE ONLY | | | I | \* **Claims for exemption from the re11uirement that the annual reports be covered by the reports of an independent 11ublic accountant must be supported by a statement of facts and circumstances relied on as the ltasis of the exemption. See 17 CFR 240.17a-S(e)(l)(ii), if applicable.** **Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number.** {2}------------------------------------------------ #### OATH OR AFFIRMATION | I | , Jeff Horowitz | | swear (or affirm) that, to the best of my knowledge and belief, the | | |---|----------------------------------------------------------------|--|---------------------------------------------------------------------|-------| | | financial report pertaining to the firm of Portum Capital, 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. | Signatu,e | [�,�:,;;��--------- | | |-----------|---------------------|--| | Title: | | | | CEO | | | #### **This filing\*\* contains (check all applicable boxes):** - iii (a) Statement of financial condition. - □ (bl Notes to consolidatetl statement of financial condition. - iii (c) Statement of income (loss) or, if there is other comprehensive income in the periotl(s) presentetl, a statement of comprehensive income (as tlefined in§ 210.1-02 of Regulation S-X}. - iii (ti) Statement of cash flows. - iii (e) Statement of changes in stockholtlers' or partners' or sole proprietor's equity. - □ (f) Statement of changes in liabilities subortlinatetl to claims of cretlitors. - iii (g) Notes to consolidatetl financial statements. - iii (h) Computation of net capital untler 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. - □ (j) Computation for determination of customer reserve re11uirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D (k) Computation for determination of security-basetl swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - □ (I) Computation for Determination of PAB Requirements untler Exhibit A to § 240.15c3-3. - iii (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - 0 (n) Information relating to possession or control re11uirements for security-basetl swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as applicable. - iii (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, anti the reserve re11uirements untler 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material tlifferences exist, or a statement that no material differences exist. - 0 (p) Summary of financial data for subsitliaries not consolitlatetl in the statement of financial condition. - iii (411) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - □ (r) Compliance report in accortlance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - iii (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (t) Independent public accountant's report basetl on an examination of the statement of financial contlition. - iii (u) Independent public accountant's report basetl on an examination of the financial report or financial statements untler 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - □ (v) Independent public accountant's report basetl on an examination of certain statements in the compliance report untler 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - iii (w) lntlependent public accountant's report based on a review of the exemption report untler 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (x) Supplemental reports on applying agreed-upon procetlures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - □ (y) Report tlescribing any material inatle11uacies fount! to exist or found to have existetl since the date of the previous autlit, or a statement that no material inade11uacies exist, untler 17 CFR 240.17a-12(k}. □ (z) other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - *\*\*To re.,uest confidential treatment of certain portions of this filinJ, see 17 CFR 240.17a-5(e}(3) or 17 CFR 240.18a-7(s)(2), as applicable.* {3}------------------------------------------------ *Certified Public Accountant* 18455 Burbank Blvd., Suite 406, Tamma, CA 91356 • Tel (818) 636-5660 ## **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **To the Members' and Board of Members of Portum Capital LLC** ### **Opinion on the Financial Statements** **I have audited the accompanying statement of financial condition of Portum Capital LLC as of December 31, 2025, the related statements of operations, changes in members' equity, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In my opinion, the financial statements present fairly, in all material respects, the financial position of Portwn Capital LLC 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 Portum Capital LLC's management. My responsibility is to express an opinion on Portum Capital LLC's financial statements based on my audit. I am a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and am required to be independent with respect to Portwn Capital LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.** **I conducted my audit in accordance with the standards of the PCAOB. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. My audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. My audit also included evaluating the accounting principles used and significant estimates made by management, as evaluating the overall presentation of the financial statements. I believe that my audit provides a reasonable basis for my opinion.** ## **Auditor's Report on Supplemental Information** **The information contained in Schedule I, II, and III ("Supplemental Information") has been subjected to audit procedures performed in conjunction with the audit of the GCMI Securities Corp.' s financial statements. The Supplemental Information is the responsibility of the GCMI Securities Corp.'s management. My audit procedures included determining whether the Supplemental Information 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 Supplemental Information. In forming my opinion on the Supplemental Information, I evaluated whether the Supplemental Information, including its form and content is presented in conformity with 17 C.F .R. § 240.17a-5. In my opinion, Schedules I, II, and III are fairly stated, in all material respects, in relation to the financial statements taken as a whole.** **I have served as Portum Capital LLC's auditor since 2019.** **Tarzana. California February 17, 2026** {4}------------------------------------------------ ### Statement of Financial Condition December 31, 2025 ### ASSETS | Cash and cash equivalents
Other assets | \$
309,957
3,417 | |-------------------------------------------|------------------------| | Total assets | \$
313,374 | | LIABILITIES AND MEMBERS' EQUITY | | | LIABILITIES: | | | Due to related party | 127,200 | | Total liabilities | \$
127,200 | | MEMBERS' EQUITY: | | | | | | Members' Equity | 186,174 | | Total members' equity | 186,174 | | Total liabilities and members' equity | \$
313,374 | {5}------------------------------------------------ #### Statement of Operations For the year ended December 31, 2025 #### REVENUES: | Interest income | \$310 | |-------------------|-------------------| | Total revenues | 310 | | | | | EXPENSES: | | | Professional fees | 110,400 | | Occupancy | 48,000 | | Wages | 96,000 | | Regulatory | 2,340 | | Total expenses | ,_ ---
�56,?40 | | NET LOSS | \$
(256,430) | {6}------------------------------------------------ ## Statement of Changes in Members' Equity For the year ended December 31, 2025 | | Total
Members'
Equity | |--------------------------------------------|-----------------------------| | Beginning balance January I, 2025 | 164,504
\$ | | Member contributions -
Loan forgiveness | 278,100 | | Net loss | (256,430) | | Ending balance December 31, 2025 | 186,174
\$ | {7}------------------------------------------------ #### **Statement of Cash Flows For the year ended December 3 I, 2023** #### **CASH FLOWS FROM OPERATING ACTIVITIES:** | Net loss | \$
(256,430) | |------------------------------------------------------------|-----------------| | Adjustments to reconcile net loss to net cash | | | used in operating activities: | | | (Increase) decrease in: | | | | | | Other assets | 2,340 | | Increase (decrease) in: | | | D.ie to related µuty | (23,700) | | | | | Total adjustments | (21,360) | | | | | Net ca5h wed in operating activities | (277,790) | | | | | CASH FLOWS FROM FINANCING AC
l
l
V
I
l
Y | | | | | | Member contributions | 278,100 | | | | | Net cash provided by financing ac1ivity | 278,100 | | | | | Increase in cash | 310 | | | | | Cash and cash equivalents-beginning of period | 309,647 | | | | | Cash and cash equivalents-end of period | \$
309,957 | | | | | Supplemental disclosure of cash flow infomia1ion | | | | | | Cash paid during the year for: | | | Interest | \$ | | Income taxes | \$ | | | | {8}------------------------------------------------ ## **PORTUM CAPITAL LLC Notes to Financial Statements For the year ended December 31, 2025** ### **Note 1: GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **Portum Capital, LLC, (the "Company"), was formed on January 1 1 , 201 9, in the State of Delaware as a limited liability company. 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"). The Company is authorized to engage in private placements of securities including private offerings of certain digital securities. The Company does not hold customer funds or safeguard customer securities.** **BitGo Holdings, Inc. ("BitGo") purchased Portum in the first quarter of 2020 and received FINRA approval for the change of control on July 23, 2020. For the year ended December 31, 2025, Portum 's operations were maintained via additional capital contributions by BitGo and BitGo plans to continue to fund the operations with additional capital as needed.** **The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.** **Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation, typically achieved upon successful closing(s) of a transaction.** **Use of Estimates - The preparation of financial statement in conformity with US generally accepted accounting principles requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financials statements and the reported amounts of revenues and expenses during the reporting. Actual results could differ from those estimates.** **The Company, with the consent of its members', have elected to be a Limited Liability Company. For tax purposes, the Company is treated like a partnership, therefore in lieu of business income taxes, the Members are taxed on the Company's taxable income. Accordingly, no provision or liability for Federal Income Taxes is included in these financial statements.** **The Company is subject to audit by the taxing authorities for the years ending December 31, 2022, 2023 and 2024.** **The Company is engaged in various trading and brokerage activities in whose counterparties primarily include broker/dealers, banks, and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends upon the creditworthiness of the counterparty or issuer of the instrument To mitigate the risk of loss, the Company maintains its accounts with creditworthy customers and counterparties.** **The Company has defined cash equivalents as highly liquid investments, with original maturities of less than three months that are not held for sale in the ordinary course of business.** {9}------------------------------------------------ ## PORTUM CAPITAL LLC Notes to Financial Statements For the year ended December 31, 2025 The management has reviewed the results of operations for the period of time from its year end December 31, 2025, through February 1 7, 2026, the date the financial statements were available to be issued and have determined that no adjustments are necessary to the amounts reported in the accompanying financial statements nor have any subsequent events occurred. # Segment Reporting The Company is engaged in one single line of business as a securities broker-dealer which is comprised of one class of service. The Company has identified its Chief Financial Officer 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 excel net capital, which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay dividends. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information from the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the are the same as those described in the summary of accounting policies. F ASB ASC 820 defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Valuation techniques that are consistent with the market, income or cost approach, as specified by F ASB ASC 820 are used to measure fair value. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has the ability to access. Level 2 inputs are inputs ( other than quoted prices included within Level 1) that are observable for the asset or liability, either directly or indirectly. Level 3 are unobservable inputs for the asset or liability and rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs should be developed based on the best information available in the circumstances and may include the Company's own data.) There was level one cash equivalents of \$309,957 at December 31, 2025. {10}------------------------------------------------ ## PORTUM CAPITAL LLC Notes to Financial Statements For the year ended December 31, 2025 # Note 2: RELATED PAR TY Under the terms of an expense sharing agreement with BitGo, Portum shares office space. Per the terms of the expense sharing agreement all expenses are paid by BitGo and are billed monthly and payable monthly in arrears. The total amount paid in 2025 under the expense sharing agreement was \$144,000. As of December 31, 2025, Portum owes BitGo \$127,200 in accumulated fees paid by BitGo on behalf of Portum. The Company adopted ASC Topic 842 standard on leases on January I, 2018. The Company is not subject to this requirement inasmuch as Portum has an expense sharing agreement with BitGo. ## Note 3: GOING CONCERN The Company's ability to continue as a going concern is reliant on the members' future capitalization. # Note 4: NET CAPITAL The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC rule 15c3- 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 I. Net capital and aggregate indebtedness change day to day, but on December 31, 2025, the Company had net capital of \$182,757, which was \$174,277 in excess of its required net capital of \$8,480 and the Company's ratio of aggregate indebtedness \$127,200 to net capital was 0. 70 to I, which is less than the 15 to I maximum ratio allowed for a broker deal er. ## Note 5: COMMITMENTS AND CONTINGENCIES The Company did not have any litigation or other legal action that would require disclosure during the year ended December 31, 2025. {11}------------------------------------------------ ### **Statement of Net Capital Schedule I For the year ended December 31, 2025** | | Focus 12/31/25 | | Audit 12/31125 | | Change | | |------------------------------------------------|----------------|---------|----------------|---------|--------|--| | Members' equity, December 31, 2025 | \$ | 186,174 | \$ | 186,174 | \$ | | | Subtract -
Non allowable assets: | | 3,417 | | 3,417 | | | | Tentative net capital | | 182,757 | | 182,757 | | | | Haircuts | | 0 | | 0 | | | | NET
CAPITAL | | 182,757 | | 182,757 | | | | Minimum net capital | | 8,480 | | 8,480 | | | | Excess net capital | \$ | 174,277 | \$ | 174,277 | | | | Aggregate indebtedness | | 127,200 | | 127,200 | | | | Ratio of aggregate indebtedness to net capital | | 0.70 | | 0.70 | | | There were no reported difference between the audit and focus filed at December 31, 2025. {12}------------------------------------------------ ### **Schedule II Determination of Reserve Requirements Under Rule 1 5c3-3(e) of the Securities and Exchange Commission December 31, 2025** **The Company has no reserve deposit obligations llllder SEC 1 5c3-3(e) became it is a "non-covered" firm pursuant to footnote 74 to SEC Release 34-70073 and therefore is not subject to the Rule.** **Schedule ill Infonnation Relating to Possession or Control Requirements Under Rule 1 5c3-3(b) of December the Securi1ies and Exchange Commission 31, 2025** **1he Company has no possession or control obligations llllder SEC 1 5c3-3(b) became it is a ''non-covered firm pursuant to footnote 74 to SEC Release 34-70073 and therefore is not subject to the Rule.** {13}------------------------------------------------ **BRIAN W. ANSON** *Certified Public Accountant* **1 8455 Burbank Blvd., Suite 406, Tarzana, CA 91356 • Tel. (818) 636-5660** ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **Board of Directors Portum Capital LLC New York, NY** **I have reviewed management's statements, included in the accompanying SEC Rule 15c3-3 Exemption Report in which Portum Capital LLC, stated that Portum Capital LLC's, business activities are limited to private placements of securities including private offerings of certain digital securities where the issuer has control over the definitive record of ownership that allows it to enforce transfer restrictions, correct errors, and address lost or stolen tokens or keys and that it has not held customer funds or securities and that Portum Capital LLC is classified as "noncovered" pursuant to footnote 7 4 to SEC Release 34-70073, dated July 30, 2013, and as discussed in Q & A 8 of the related FAQ issued by SEC state on July 1, 2020. Portum Capital LLC also stated that it had maintained compliance with the above declaration throughout the most recent year ended December 31, 2025, without exception. Portum Capital LLC's management is responsible for compliance and is not subject to the provisions set forth in Rule l 5c3-3 under the Securities and Exchange Act of 1934 and its statements.** **My 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 Portum Capital LLC's declaration concerning the provisions set forth in Rule 15c3-3 under the Securities Exchange Act of 1934. 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, I do not express such an opinion.** **Based on my review, I am 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 to SEC Release 34-70073.** **an W. Anson Certified Public Accountant Tarzana, California February 17, 2026** {14}------------------------------------------------ #### **Portum Capital, LLC Exemption Report** **I, as member of the management of Portum Capital, LLC (the "Company") is responsible for compliance with the annual reporting requirements under Rule l 7a-5 of the Securities Exchange Act of 1 934. Those requirements compel a broker or dealer to file annual reports with the SEC and the broker's or dealer's designated examining authority. One of the reports to be included in the annual filing is an exemption report prepared by an independent registered public accounting form, based upon a review of assertions provided by the broker or dealer. Pursuant to that requirement, the management of the Company hereby makes the following assertions.** **The Company is a "non-covered" firm pursuant to Footnote 74 to SEC Release 34-70073 and is therefore not subject to SEA Rule 15c3-3 for the most recent year ended December 31 , 2025. The Company represents that it has not held customer funds or securities, did not carry accounts of or for customers and did not carry broker-dealer proprietary accounts as defined in Exchange Act rule l 5c3-3. The Company limits its business activities to private placement of securities including private offerings of certain digital securities where the issuer has control over the definitive record of ownership that allows it to enforce transfer restrictions, correct errors, and address lost or stolen tokens or keys. The Company has maintained compliance with the above throughout the year ended December 31 , 2025, without exception.** **Portum** il **Capital, LLC** **DocuSigned by:** L�1��ft! **Jeffrey Horowitz, President February 1 7, 2026** Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.