# HARLEY CAPITAL LLC X-17A-5/A (2024-03-19) — Broker-dealer annual report - Company: HARLEY CAPITAL LLC - Form: X-17A-5/A - Filed: 2024-03-19 - Period: 2023-12-31 - Accession: 0001820850-24-000006 - CIK: 1820850 - File #: 8-70571 - Type: Broker-dealer - Material weakness: Yes - Auditor: Ohab and Company, PA - Auditor location: Maitland, FL - Contact: Michael Egan - Phone: 9147145032 - Email: megan@harleycapital.com - Website: harleycapital.com - Signed by: Michael Egan (CCO) Original filing: https://www.sec.gov/Archives/edgar/data/1820850/000182085024000006/harleyaudited1.pdf --- {0}------------------------------------------------ | | UNITED STATES | | 0MB APPROVAL | |------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|------------------------|----------------------------------------------------| | | SECURITIES AND EXCHANGE COMMISSION | | 0MB Number: 3235-0123 | | CONFIDENTIAL | | Expires: Nov. 30, 2026 | | | TREATMENT | Washington, D.C. 20549 | | Estimated average burden
hours per response: 12 | | REQUESTED | | | | | | ANNUAL REPORTS | | SEC FILE NUMBER | | | FORM X-17A-5 | | | | | PART Ill | | | | | | | | | | FACING PAGE | | | | Information Required Pursuant t o Rules 17a-5, 17a-1Z, and 18a-7 under the Securities Exchange Act of 1934 | | | | | | /01/2023
01 | | 12/31
/2023 | | FILING FOR THE PERIOD BEGINNING _ | ____
_
_
_ | AND ENDING | ________ | | | MM/00/YY | | MM/00/YY | | | A. REGISTRANT IDENTIFICATION | | | | Harley Capital LLC | | | | | ___________
NAME OF FIRM: | _____
_ | _ | _________
_ | | | | | | | TYPE OF REGISTRANT (check all applicable boxes): | | | | | 0 Broker-dealer | D Security-based swap dealer | | □ Major security-based swap participant | | :J Check here if respondent is also an OTC derivatives dealer | | | | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | 55 Post Road W | | | | | | (No. and Street) | | | | Westport | CT | | 06880 | | | | | | | (City) | (State) | | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | Michael Egan | 212 944 1971 | | megan@harleycapital.com | | | | | | | (Name) | (Area Code - Telephone Number) | | (Email Address) | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOU NTANT whose reports are contained in t his filing• | | | | | | | | | | OHAB AND COMPANY, PA | | | | | | (Name - if individual, state last, first, and middle name) | | | | 100 E SYBELIA AVENUE SUITE 130 | MAITLAND | FL | 32751 | | (Address) | (City) | (State) | (Zip Code) | | | | 1839 | | | | | | (PCAOB Registration Number, if applicable) | | JULY 28, 2004 | | | | | (Date of Registration with PCAOB)(ir applicable) | | | | | | FOR OFFICIAL USE ONLY | | | | • Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public | | | | Persons who are to respond to the collealon of information contained in t his form are not required to respond unless the form displays a currently valid 0MB control number. {1}------------------------------------------------ # **OATH OR AFFIRMATION** | | I, Michael Egan | | | | swear (or affirm) that, to the best of my knowledge and belief, the | |--------|-------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------|--|------------|-----------------------------------------------------------------------------------| | | | 2~
financial report pertaining to the firm of Harley Capital | | | as of | | | 12/31 | | | | 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: | | | | | | | cco | | | | | | | | | | | | | | | | | | | | | | | | | This filing''* contains (check all applicable boxes): | | | | | | 0 | (a) Statement of financial condition. | | | | | | D | | (b) Notes to consolidated statement of financial condition. | | | | | 0 | | (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). | | | | | 0 | (d} Statement of cash flows. | | | | | | 0 | | (e} Statement of changes in stockholders' or partners' or sole proprietor's equity. | | | | | 0
0 | (g) Notes to consolidated financial statements. | (f) Statement of changes in liabilities subordinated to claims of creditors. | | | | | 0 | | (h) Computation of net capital under 17 CFR 240.1Sc3-1 or 17 CFR 240.18a-1, as applicable. | | | | | 0 | | (i) Computation of tangible net worth under 17 CFR 240.18a-2. | | | | | 0 | | (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.1Sc3-3. | | | | | 0 | | (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.lSa-4, as applicable. | | | | | | 0 | | (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. | | | | | 0 | | (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. | | | | | 0 | | (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.lBa-4, as applicable. | | | | | 0 | | (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net | | | | | | | worth under 17 CFR 240.1Sc3-l, 17 CFR 240.lSa-l, or 17 CFR 240.lSa-2, as applicable, and the reserve requirements under 17 | | | | | | exist. | CFR 240.1Sc3-3 or 17 CFR 240.lSa-4, as applicable, if material differences exist, or a statement that no material differences | | | | | D | | (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. | | | | | 0 | | (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. | | | | | 0 | | (r) Compliance report in accordance with 17 CFR 240.17a-S or 17 CFR 240.lSa-7, as applicable. | | | | | 0 | | (s) Exemption report in accordance with 17 CFR 240.17a-S or 17 CFR 240.lSa-7, as applicable. | | | | | 0 | | (t) Independent public accountant's report based on an examination of the statement of financial condition. | | | | | 0 | | (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.lBa-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-S or 17 CFR 240.18a-7, as applicable. | | | | | 0 | | (w} Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 | | | | - CFR 240.lSa-7, as applicable. - 0 (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.1Sc3-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). 0 (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. {2}------------------------------------------------ # **HARLEY CAPITAL LLC** # FINANCIAL REPORT # FOR THE YEAR ENDED DECEMBER 31, 2023 # SEC ID 89 - **XXXXX** This report **is deemed** CONFIDENTIAL in accordance with Rule l 7a-5(e)(3) under the Securities Exchange Act of 1934. {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) I 00 E. Sybclia Ave. Suite 130 Mailland, FL 32751 Certified P11b(i,; Accormta111s Emni): parp@ohnhco.co1!! Telephone 407-740-7311 Fax 407-740-6441 # REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members of Harley Capital LLC # **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Harley Capital LLC as of December 31, 2023, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fafrly, In all material respects, the financial position of Harley Capital LLC as of December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. # **Basis for Opinion** This financial statement is the responsibility of Harley Capital LLC's management. Our responsibility is to express an opinion on Harley Capital LLC's 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 Harley 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. 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 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. We have served as Harley Capital LLC's auditor since 2022. Maitland, Florida February 28, 2024 {4}------------------------------------------------ # **HARLEY CAPITAL LLC STATEMENT OF FINANCIAL CONDmON DECEMBER 31, 2023** # **ASSETS** | CURRENT ASSETS: | | |-------------------------------------------------|-----------------| | Cash | \$
123,444 | | Receivable from clearing broker | 174,416 | | Deposit at clearing broker | 50,000 | | Prepaid expenses | 19,422 | | TOT AL CURRENT ASSETS | 367,282 | | OTHER ASSETS: | | | Property and equipment, net | 3,667 | | Right-of-use asset, net | 175,428 | | Other assets | 13,377 | | TOT AL OTHER ASSETS | 192,472 | | TOT AL ASSETS | \$ .
559,154 | | LIABil,ITIES AND MEMBERS' EQUITY | | | CURRENT LIABILITIES: | | | Accounts payable and accrued expenses | \$
7,918 | | Operating lease liability - ClnTent portion | 85,346 | | TOTAL CURRENT LIAB!LlTIES | 93,264 | | OTHER LIABILITIES: | | | Operating lease liability, less current portion | 102,010 | | TOT AL OTHER LIABILITIES | _ 102,010 | | TOT AL LIABILITIES | 195,274 | | Members' Equity | 364,480_ | | TOT AL LIABILITIES AND MEMBERS' EQUITY | \$
559,154 | {5}------------------------------------------------ # HARLEY CAPITAL LLC NOTES TO COMBINED FINANCIAL STATEMENTS DECEl\fflER 31 2023 ### NOTE I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICCES ### A. NA TIJRE OF OPERATIONS: Harley Capital LLC (the "Company") was originally organized on November 2, 2015 as a multi-member limited liability company that was treated us a partnership for cax reporting, The Company was inactive from November 2 through December 31, 2015, then effective January I, 2016 the managing member purchased the other member's interest, and the Company became a single member limited liability company (\$Ml.LC). The Company operated out of its office in New York. *City* until it moved to an office in Connecticut on September l7, 2020. Effective on that date the Company filed to change its LLC organization and registrat.ion from New York to Connecticut. The purpose of the Company is to cany on business in broker retailing corporate equity, secW1ies over tl1e counter, selling corporate debt, private placements and merger and acquisitions advisory services. The security transactions entered into on behalf of the Company's customers are cleared by the Company's clearing broker. The Company is a registered broker-dealer under the Securities Exchange Act of 1934 with the Securities and Exchange Commission (the "SEC"). The Company is also a member of the Financial Industry Regulatory Authority ("FlNRA ") and the Securities Investor Protection Corp ("SIPC"). Toe Company operates out of its office in Westport, Connecticut. #### B. BASIS OF ACCOUNTING: The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") as detennined by the Financial Accounting Standards Board ("FASB") Accounting Standards Codificntion ("ASC"). #### C. USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted =unting principles in the United States of America requires management 10 make estimates and assumptions that afTect the reponed amounts of ass~lS and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amountij of revenues and expenses during the period r<.-poned. Actual results could differ from those estimates. #### D. RJSKS AND UNCERTAINTIES: financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and receivables from cleuring brokers. The Company maintains cash in banks offering protection for cash by the Federal Depository Insurance Company ("FDIC") up to \$250,000. #### E. CASH AND CASH EQUIVALENTS: The Company defines cash equivalents as shon-tcrm, liquid investments with an original maturity of three months or less. At December 31, 2023 the Company had no cash equivalents. ### F. ALLOWANCE FOR DOUBTFUL ACCOUNTS: The Company uses the allowance method of accounting for doubtful accounts. The allowance is based on management's estimate of the amount of receivables that will actually be collected. Based on managemems review there is no required provision for doubtful accounts for the year ended December 31, 2023. {6}------------------------------------------------ #### **NOTE 1. SIGNIFICANT ACCOUNTING POLICIES {continued)** #### G. RECEIVABLE FROM CLEARING BROKER: The Company clears all of its proprietary and customer o-a.nsactions through another broker--0caler on a fully disclosed basis except for a few transactions that are direct private placement.s and RElT's. Based on the terms and conditions of the Company's agreement with its clearing broker, the amount receivable from the clearing broker represents cash on hand with the cleating broker plus commission receivables and less amounts payable for trnnsaction costs on unsettled securities trades. #### H. PROPERTY AND EQUIPMENT: Property and equipment ere stated at cost, less accumulated depreciation. Major repoin; and betterments are capitalized, and routine repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straight-line mClhod over the estimated useful lives of the related assets that range from *5* to 7 years. #### l. ADVERTISrNG: The Company expenses advertising costs as they are incurrod. There were no Advertising expenses incurred during the year ended December 31, 2023. #### J. REVENUE RECOGNITION: Commissions and Riskless Principal: The Company buys and sells securities on behalf of its customers. Each time a customer enters into a buy or sell trnnsaction, the Company charges a commission. Commission revenue and related clearing expenses are recorded on the trade date (the date date that the Company fills tho trade order hy finding and c-0ntracting with a counterparty and confirms the trade with the customer). Risk.less Principal for which the Company earns a mark-up are recorded on the trade date. The Company believes chat the performance obligation is salisfied on the trade date because that is when the underlying pun:haser is identified, the pricing is U!,'Teed upon w1d the risks and rewards of ownership have been transferred. Transactions are processed through the Company's clearing broker. Randling/Scn'ice Fees: The Company earns a portion of the handling and service fees received by its clearing broker for its processing of the C-0mpany's security transactions executed on behalf of its clients. The fees paid to the Company are based upon the negotiated agreement between the Company and its clearing broker. The fee.~ are recognized at the time the transaction is executed and cleared through the Company's clearing broker, as that is when the Company believes when oil performance obligations are satisfiled. Interesl Participation: The Company receives interest on cosh held in customer accounts with the clearing broker, which is recognized monthly, which is when the Company believes its performance obligation has been contractually satisfied in all material respects. #### K. INCOME TAXES: TI1e Company is a Single Member Limited Liability Company (SMLLC) and therefore is a disregarded entity for federal and state income taxes. All tax effects of the Company's income or loss are passed through to the individual member's personal tax returns. Therefore, no provision or liability for income caxcs has been included in the financial statements. ### L. INCOME TAXES UNCERTAINTIES: Pursuant to the occounting guidance concerning provisions for uncertain income tax position contained in the Financial Accounting Standard Board's ("FASB") Accounting Standards Codification Topic 740-10 ("ASC" 740), management has delnnined thal the Company does not have any uncertain tax positions and associated unrecognized benefits that materially impact the financial statements or related disclosures. {7}------------------------------------------------ # HARLEY CAPITAL LLC NOTES TO COMBINED FINANCIAL STATEMENTS DECEMBERJl 2023 ## **NOTE** t. **SIGNIFICANT ACCOUNTING POLICIES (condoned)** #### M. NEW ACCOUNTING GUIDANCE: In February 2016, the FASB issued ASU 2016-02 - Leases (Topic 842). The update requires that all leasing activity with initial tenns in excess of twelve months be recognized on the statement of financial position with a right of use asset and a lease liability. The standard requires entities to classify leases as either a finance or operdting lease based upon the contracrual terms. Lessees record a right of use asset with a corresponding liability based on the net present value of rental payments. The Company adopted the standard during 2021, under the modified retrospective approach to the earliest period presented. The adoption of Topic 842 resulted in the recording of **a** right to use asset and corresponding liability on the Company's statement of financial condition. #### **NOTE** *2.* **ECONOMIC CONDITIONS** #### CONCENTRATIONS OF CREDIT RISK: The Company's financial insuuments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. ### Cash and Cash Equjyalents The Company maintains its cash in a high credit, quality financial institution. The deposits are covered by federal depository insurance. The Federal Depository Insurance Corporation ("FDIC") provides standard maximum deposit insurance coverage of \$250,000 on the total of all account balances held at one financial inscirution by one entity. Balances may exceed federal depository insurance limits at various times during the year. Management believes the risk of loss is negligible. At December 31, 2023, the Company's cash balances did not exceed the insured limits. Accounts Receivable The Company's receivables consist mainly of transactions with its clearing broker. ### **NOTE** 3. **PROPERTY AND EQUIPMENT** Property and equipment at December 3 I, 2023 consists of the following: | Office equipment | s | 22,000 | |---------------------------------|----|-----------| | Computer equipment | | 71,357 | | Furniture and equipment | | 10 642 | | Total property and equipment | | 103,999 | | Less: Accumulated depreciation | | {100,3322 | | PROPERTY AND EQUIP'lvtENT (net) | \$ | 3,667 | Depreciation expense charged to operations for the year ended December 31, 2023 amounted to \$1,036. {8}------------------------------------------------ ### **NOTE 4. RIGHT 01-· USE ASSET AND OPERA TING LEASE LIABll.lTY** The Company entered into a lease for commerciul office space for Suite 301 located at *55* Post Road West, Westport, CT, comprising 1,911 rentable square feet. The lease was signed in September 2020 with a lease term of 51 months based upon a commencement date of December I , 2020 and rent commencement date on March I, 2021 and an expiration date of Fehruary 28, 2025. The tenant will receive a free rent period from the lease commencement date to the rent commencement date after which rent will be due on the first ( I st) day of each cakndar month. The lease includes additonal rent required for the Company's share of increases in operating expenses and real estate taxes over the base operating expenses and base taxes for the base fiscal tnx year of July I, 2020 through June 30, 2021. The Company's share shaU be calculated as the frnclion of rentable square feet of 1,91 I (numerator) over the aggregate number of rentable square feet in the Building of 38,500 ( denominator). Upon commencement of the lease the Company deposited a security deposit of \$ 13,377 with the Landlord. In accordance with the fixed rent schedule per Exhibit "E" of the lease the intial monthly fixed rent will be S6,688 per month and will increase to \$7,166 per month with the start of lease year 1 (begining March I, 2021 ). Subsequent to the st.urt of the lease the Company and the owner of the building agreed on the First Amendment to the Lease, which changed the rent conunencement date from Morch I, 2021 to April I, 2021 ond extended the tenn of the lease by an additional twelve (I 2) months which changed the lease expiration date from February 28, 2025 to Feblllllry 28, 2026. Additionally the monthly fixed rent was amended to start ot £6,688 per month for the initial tertn and first. full year of the lease with subsequent increases to \$6,848, \$7,007, \$7,166 and \$7,326 effective April 1st of each subsequent year. l.11 accordance with ASU 2016-02, an operating right of use asset and operating lease liability were recorded at the time the ASU was adopled bused upon the present value of lbe future lease payments using a discount rate of .121%, the Company's weighted average estimated incremental borrowing rate. The Company elected the pratical expedient to account for the non-lease components for all asset classes. Furure minimum lease payments as of December 31, 2023 are as follows: | 2024 | 85,517
.\$ | |----------------------------------------------|---------------| | 2025 | 87,425 | | 2026 | )4 651 | | Totnl minimum lease payments | 187,593 | | Imputed interest | {2372 | | Present value of net mini.mum lease payments | 187,356 | | Current portion | {8S1347! | | Long-tern, portion | \$
1021009 | Cash paid for amounts included in the measurement of the operating lease liability were \$85,765 for the year ended December 31, 2023. {9}------------------------------------------------ ## NOTE 5. REGULATORY REQUIREMENTS The Company is subject to the Securities and Exchange Commission ("SEC") Uniform Net Capital Rule (Rule I Sc3-I), which requires the maintenance of minimum capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to I. At December 31, 2023, the Company had nel capital of \$328,014, which was \$278,014 in excess of required minimum ncl capitol of \$50,000. The Company's ratio of aggregate indebtedness to net capital was 6.05 10 I at December 31, 2023. The Company does not carry the accounts of its customers or perform custodial functions related to customer securities and accordingly is exempt from Rule 15c3-3(kX2)(ii) from preparing the Computation for Determination of Reserve Requirements pursuant to Rule 15c3-3. ### **NOTE** 6. **CONTINGENCIES** There arc 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** 7. **FINANCIAL INSTRUMENTS WIT:0 OFF-BALANCE SHEET RJSK AND CONCENTRATIONS OF CREDIT RISK** The Company is also exposed to off-balance risk of loss on transactions during the period from the trade date to the seulement date, which is generally three business days. If the customer fails to satisfy its contractual obligatins to the Clearing Broker, the Company may have lo purchase or sell financial instruments at prevailing marlcet prices in order to fulfill the customer's obligations. Settlement of these transactions is not expected to have a material effect on the Company's financial position. #### **NOTE 8. INDEMNJFJCATIONS** Jn the nonnal course of its business, the Company indemnifies and guarantess certain service providers, such as clearing and custody ugcnts, against specified potential losses in connection with their acting as an agent of, or providing services to, the Company. The Company also indemnifies some clients against potential losses incurred in the event specified third-party service providers, and third-party brokers, improperly executed transactions. The maximum potential amount of future payments that the Company could be required to make under these indemnifications cannot be estimated. However, the Company believes that it is unlikely it will have to make material payments under these ammgemcuts and has not recorded any contingent liability in the financial statements for these indemnifications. ### NOTE 9. COJ\'IMlTMENTS AND CONTINGENCIBS The Company has been referred to FINRA's Department of Enforcement for potential securities violations of federal securities laws. The Company, at this point, cannot assess any potential outcome or associated liabilities, if any. ### **NOTE** 10. **SUBSEQUENT EVENTS** The Company's management has evaluated events and transactions that occurred subsequent 10 December 31, 2023 through February 28, 2024, the date of issuance of these financial statements. There we.re no events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Company's financial statements. {10}------------------------------------------------ # HARLEY CAPITAL LLC EXEMPTION PROVISION OF RESERVE REQUIREMENTS PURSUANT TO RULE 15C3-3 OF THE SECURITIES EXCHANGE ACT OF 1934 **DECEMBER** 31, 2023 The Company is exempt under Rule l 5c3-3(k)(2)(ii) from preparing the Computation for Determination of Reserve Requirements Pursuant to Ru1e 15c3-3. {11}------------------------------------------------ # **HARLEY CAPITAL LLC INFORMATION RELATING TO POSSESSION AND CONTROL REQIDREMENTS UNDER RULE 1SC3-3 OF THE SECURITms EXCHANGE ACT OF 1934 DECEMBER 31, 2023** Toe Company is exempt from the possession and control requirements and related computations for for the detennination therof under paragraph (k)(2Xii) of Rule 1.5c3-3 under the Securities and ExchWlgc Commission. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.