# PACENOTE CAPITAL LLC X-17A-5 (2026-06-16) — Broker-dealer annual report
- Company: PACENOTE CAPITAL LLC
- Form: X-17A-5
- Filed: 2026-06-16
- Period: 2026-03-31
- Accession: 0001784687-26-000001
- CIK: 1784687
- File #: 8-70385
- Type: Broker-dealer
- Material weakness: No
- Auditor: Crowe LLP
- Auditor location: New York, NY
- Contact: Robert Fortino
- Phone: (516) 695-3007
- Email: rfortino@dfppartners.com
- Website: dfppartners.com
- Signed by: Kurt C. Peters (President & CCO)
Original filing: https://www.sec.gov/Archives/edgar/data/1784687/000178468726000001/pncpublic2026.pdf
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# **PACENOTE CAPITAL LLC**
**Statement of Financial Condition March 31, 2026**
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| 4/01/2025
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| 3/31/2026
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| Pacenote Capital LLC
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| 3200 HILLVIEW RD
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| AUSTIN
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| Robert Fortino | 212-751-4422 | | | rfortino@dfppartners.com |
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Crowe LLP
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| 485 Lexington Ave. Floor 11
| New York | | NY | 10017 |
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| 09/24/2003
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#### OAffl OR AFFIRMATION
| 1, Kurt C. Peters | | | | swear (or affirm) that, to the best of my knowled1e and belief, the |
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| | | | financial report pertaining to the firm of Pacenote Capital LLC | as of |
| 3/31 | | 2026 | | 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 |
| Signature:/ | | |
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| Tltle:1 ½ | - | |
| President & CCO | | |
#### This **flllnc•• contains (check all applicable boxes):**
- ii (a) statement of financial condition.
- ii (b) Notes to consolidated statement of financial condition.
- D (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 (d} statement of cash flows.
as that of a customer.
- D (e} statement of changes in stodcholders' or partners' or sole proprietor's equity.
- D (f) statement of changes in liabilities subordinated to claims of creditors.
- D (g) Notes to consolidated financial statements.
- D (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable.
- 0 (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- 0 0) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- D **{le) 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 PAD 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.
- D (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.
- ii (q) Oath or affirmation in accordance with 17 CFR 240.17a-S, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable.
- D (r) Compliance report in accordance with 17 CFR 240.17a-S or 17 CFR 240.lSa-7, as applicable.
- D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- ii (t) Independent public accountant's report based on an examination of the statement of financial condition.
- D (u} Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-S, 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-S or 17 CfR 2A0.18a-7, as applicable.
- D **(w)** Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-S or 17 CFR 240.lBa-7, as applicable.
- D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.1Sc3-1e or 17 CFR 240.17.!-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: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_**
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0 To request confitkntial treatment of certain port.ions 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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#### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Equity Owner of Pacenote Capital LLC Austin, Texas
#### **Opinion on the Financial Statement**
We have audited the accompanying statement of financial condition of Pacenote Capital LLC (the "Company") as of March 31, 2026, 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 March 31, 2026, 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 of the financial statement provides a reasonable basis for our opinion.
Crowe LLP
We have served as the Company's auditor since 2024.
New York, New York June 12, 2026
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| | PAGE |
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| Report of Independent Registered Public Accounting Firm | |
| Financial Statement | |
| Statement of Financial Condition | 2 |
| Notes to Financial Statement | 3-5 |
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## **Pacenote Capital LLC Statement of Financial Condition March 31, 2026**
#### **ASSETS**
| Cash | \$
1,759,389 |
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| Accounts receivable | 20,700,127 |
| Other assets | 13,357 |
| Total assets | \$ 22,472,873 |
| LIABILITIES AND MEMBER'S EQUITY | |
| Liabilities | |
| Accounts payable and accrued expenses | \$
634,492 |
| Due to parent | 417,590 |
| Total liabilities | 1,052,082 |
| Member's equity | 21,420,791 |
| Total liabilities and member's equity | \$ 22,472,873 |
The accompanying notes are an integral part of this financial statement.
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#### **1. Nature of operations and summary of significant accounting policies**
#### *Nature of Business*
Pacenote Capital LLC (the "Company"), a wholly-owned subsidiary of PEBB Holdings, LLC (the "Parent"), is a limited liability company organized under the laws of the state of Delaware on May 14, 2019. The Company is a broker-dealer registered with the Securities and Exchange Commission ("SEC") and a member of the Financial Industry Regulatory Authority ("FINRA") effective March 17, 2020. The Company's operations consist primarily of private placement of securities and, accordingly, the Company does not carry securities accounts for customers or perform custodial services. The Company limits its business activities to private placements of securities and therefore is not subject to the Rule 15c3-3 customer reserve calculation.
#### *Basis of Presentation*
The Company's statement of financial condition has been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").
#### *Use of Estimates*
The preparation of the financial statement in conformity with US GAAP requires the Company's 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 statement. Actual results could differ from those estimates.
#### *Income Taxes*
The Company is a single member Limited Liability Company. As such, the Company is a disregarded entity for tax purposes and is not subject to federal or state income taxes on its income. The Internal Revenue Code ("IRC") provides that any income or loss is passed through to the member(s) for federal and state income tax purposes. Accordingly, the Company has not provisioned for federal or state income taxes.
At March 31, 2026, management had determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination will always be subject to ongoing reevaluation as facts and circumstances may require. The Company remains subject to U.S. federal and state income tax audits for all periods since inception.
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## **Pacenote Capital LLC Notes to the Financial Statement March 31, 2026**
#### *Allowance for Credit Losses*
ASC Topic 326, *Financial Instruments – Credit Losses* ("ASC 326") impacts the impairment model for certain financial assets measured at amortized cost by requiring a Current Expected Credit Losses ("CECL") methodology to estimate expected credit losses over the entire remaining life of the financial asset.
The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments carried at amortized cost, including fees receivable utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. The Company's expectation is that the credit risk associated with cash, cash equivalents, fees and other receivables is not significant and, accordingly the Company has not provided an allowance for credit losses at March 31, 2026.
#### *Accounts Receivable*
The accounts receivable balance at March 31, 2026, was \$20,700,127, of which \$2,713,437 was denominated in euros and \$7,040,023 was denominated in pounds. The functional currency of the Company's financial statements is USD. The receivable amounts denominated in foreign currency expose the Company to foreign currency risk. The receivables denominated in euros are expected to be collected in equal payments over the next The receivables denominated in pounds are expected to be collected in equal payments over the next 7 quarters. 9 quarters.
#### *Recent Accounting Pronouncements*
Effective April 1, 2025, the Company adopted Accounting Standards Update (ASU) No. 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*. ASU 2023-09 requires enhanced disclosures regarding income taxes, including disaggregated information about income (or loss) from continuing operations before income tax expense (or benefit) by domestic and foreign sources, and income tax expense (or benefit) by federal, state, and foreign jurisdictions. The ASU also requires a more detailed reconciliation of the statutory federal income tax rate to the effective tax rate, with reconciling items presented in specified categories and additional qualitative information for significant items. Further, the ASU requires disclosure of income taxes paid (net of refunds received) disaggregated by jurisdiction. The Company adopted the standard as required for its fiscal year beginning April 1, 2025. The adoption of ASU 2023-09 did not have a material impact on the Company's financial position, results of operations, or income tax disclosures.
#### **2. Related-party transactions**
On March 17, 2020, the Company entered into an Administrative Services Agreement (the "Expense Sharing Agreement") with the Parent. In accordance with the Expense Sharing Agreement, the Company reimburses the Parent, on a monthly basis, for a proportional share of the cost of the premises, payroll and certain administrative services provided by the Parent.
As of March 31, 2026, the Company has \$297,903 payable to Parent.
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#### **3. Concentration of credit risk**
From time to time, the Company will maintain cash balances in a financial institution that may exceed the Federal Deposit Insurance Corporation ("FDIC") coverage of \$250,000. Management regularly monitors the financial condition of these institutions in order to keep the potential risk to a minimum.
#### **4. Net capital requirement**
The Company, as a member of FINRA, is subject to the SEC Uniform Net Capital Rule 15c3-1. This rule requires the maintenance of minimum net capital and that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 and that equity capital may not be withdrawn if the resulting net capital ratio would exceed 10 to 1. At March 31, 2026, the Company's net capital was \$1,342,994, which was \$1,280,834 in excess of its minimum requirement of \$62,160.
#### **5. Segment Reporting**
The Company is engaged in a single line of business as a securities broker-dealer, private placements of securities. The Company has identified its principal as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business and manage the Company. Additionally, the CODM uses excess net capital (see Note 4), 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, and manage the Company. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. The financial information for the Company's single operating segment is the same as the financial information presented in the statements of financial condition, income, changes in member's equity, and cash flows.
#### **6. Subsequent events**
The Company evaluated subsequent events or transactions that occurred from April 1, 2026 through the date this financial statement was issued.
The Company made a \$1,750,000 cash distribution to the Parent in April 2026.
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.