# PROMETHEUM CAPITAL LLC X-17A-5 (2026-03-05) — Broker-dealer annual report - Company: PROMETHEUM CAPITAL LLC - Form: X-17A-5 - Filed: 2026-03-05 - Period: 2025-12-31 - Accession: 0001866264-26-000004 - CIK: 1866264 - File #: 8-70739 - Type: Broker-dealer - Material weakness: No - Auditor: Fulvio & Associates LLP - Auditor location: New York, NY - Contact: Jarred Beckerman - Phone: 2123333315 - Email: jbeckerman@procustody.com - Website: procustody.com - Signed by: Rosemarie Fanelli (Chief Operating Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1866264/000186626426000004/ProCap_2025_SOFC_public.pdf --- {0}------------------------------------------------ {1}------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: ### ANNUAL REPORTS FORM X-17A-5 PART III | MIT I MORE METHOR | |-------------------| | | | SEC FILE NUMBER | | 8-70739 | | Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | FACING PAGE | | | | | |-------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|---------|---------------------|---------------------------|--| | | | | AND ENDING 12/31/25 | | | | FILING FOR THE PERIOD BEGINNING 01/01/25
MM/DD/YY | | | | MM/DD/YY | | | A. REGISTRANT IDENTIFICATION | | | | | | | NAME OF FIRM: Prometheum Capital, LLC | | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
Broker-dealer
□ Check here if respondent is also an OTC derivatives dealer | | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | | | 120 Wall Street, 25th Floor | | | | | | | (No. and Street) | | | | | | | New York | | NY | | 100005 | | | (City) | | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | Jarred Beckerman | 212-333-3315 | | | jbeckerman@procustody.com | | | (Name) | (Area Code - Telephone Number) | | (Email Address) | | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | Fulvio & Associates, LLP | | | | | | | | (Name - if individual, state last, first, and middle name) | | | | | | 5 West 37th Street, 4th Floor New York | | | NY | 10018 | | | (Address) | (City) | | (State) | (Zip Code) | | | 12/20/2018 | | | 6529 | | | | (PCAOB Registration Number, if applicable)
(Date of Registration with PCAOB)(if applicable) | | | | | | | | FOR OFFICIAL USE ONLY | | | | | Claims for exemption from the requirement that the annual 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)(1)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {2}------------------------------------------------ #### OATH OR AFFIRMATION | I Rosemarie Fanelli | , swear (or affirm) that, to the best of my knowledge and belief, the | | |--------------------------------------------------------------------|-------------------------------------------------------------------------------------------|-------| | financial report pertaining to the firm of Prometheum Capital, LLC | | as of | | December 31 | 2 025 . ic true and correct . I furthar augar (or affirm) that nathar the company por any | | \_\_ 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 proprietary interest in any account classified solely as that of a customer. Signature: Cossmaris Fansili Title: Chief Operating Officer #### This filing\*\* contains (check all applicable boxes): - = (a) Statement of financial condition. - = (b) Notes to consolidated statement of financial condition. - □ (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in § 210.1-02 of Regulation S-X). - O (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. - □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - □ (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - □ (l) 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. - □ (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 capible 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. - | - | | Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - □ (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - □ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - (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 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 240.17a-12, as applicable. - □ (y) Report describing any material inadequacies 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)(2), or 17 CFR 240.18a-7(d)(2), as applicable. {3}------------------------------------------------ #### **PROMETHEUM CAPITAL, LLC** #### TABLE OF CONTENTS | | Pages | |---------------------------------------------------------|-------| | Report of Independent Registered Public Accounting Firm | 1 | | Financial Statement: | | | Statement of Financial Condition | 2 | | Notes to the Statement of Financial Condition | 3 - 7 | {4}------------------------------------------------ ### FULVIO & ASSOCIATES, LLP. Certified Public Accountants New York Office: 5 West 37th Street, 4th Floor New York, New York 10018 TEL: 212-490-3113 FAX: 212-575-5159 www.fulviollp.com Connecticut Office: 95B Rowayton Avenue Rowayton, CT 06853 TEL: 203-857-4400 FAX: 203-857-0280 #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member and the Board of Directors of Prometheum Capital, LLC #### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of Promtheum Capital, LLC (the "Company") as of December 31, 2025, including 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 Prometheum Capital, LLC 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 the Company'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 the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) 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 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 2025. New York, New York March 4, 2026 {5}------------------------------------------------ #### **PROMETHEUM CAPITAL, LLC** #### **STATEMENT OF FINANCIAL CONDITION** #### **DECEMBER 31, 2025** | Assets | | |--------------------------------------------------------|--------------| | Cash | \$ 1,210,584 | | Cash segregated in compliance with federal regulations | 40,890 | | Digital asset securities | 7,924 | | Fixed assets, net | 63,216 | | Other assets | 168,170 | | Total assets | \$ 1,490,784 | | Liabilities and member's equity | | | Liabilities | | | Accounts payable and accrued expenses | \$ 965,601 | | Payable to customers | 1,000 | | Payable to related parties | 5,000 | | Total liabilities | 971,001 | | Member's equity | 519,183 | | Total liabilities and member's equity | \$ 1,490,784 | The accompanying notes are an integral part of this statement of financial condition. {6}------------------------------------------------ #### NOTE 1 – DESCRIPTION OF ORGANIZATION AND NATURE OF BUSINESS Prometheum Capital, LLC ("Prometheum Capital" or the "Company") was formed in January 2021 as a Delaware limited liability company. The Company is a broker-dealer registered with the U.S. Securities and Exchange Commission ("SEC") and Financial Industry Regulatory Authority, Inc. ("FINRA") authorized to custody, clear and settle digital asset securities. The Company is also a member of the Securities Investor Protection Corporation ("SIPC"). On May 15, 2023, Prometheum Capital was approved as a member of FINRA as a Special Purpose Broker Dealer. Prometheum Capital is approved to custody digital asset securities as well as offer correspondent clearing and carrying on a fully disclosed and omnibus basis. The Company is a wholly-owned subsidiary of Prometheum, Inc. ("Parent"). The Parent was formed for the purpose of developing a fully integrated blockchain-enabled ecosystem for the trading, clearing, settlement and custody of Digital Asset Securities ("DAS"). #### NOTE 2 – LIQUIDITY AND RELATED PARTY SUPPORT The Company has incurred recurring losses and negative cash flows from operations. The Company relies on commitments from its Parent to meet liquidity needs not covered by operating cash flows. #### NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES #### Basis of Presentation The Company's statement of financial condition has been prepared on the accrual basis and is in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and in accordance with Accounting Standards Codification ("ASC") as set forth by the Financial Accounting Standards Board ("FASB"). The following paragraphs describe our significant accounting policies. These include any changes to our accounting policies required under US GAAP, which became effective January 1, 2025. #### Use of Estimates The Company prepares its statement of financial condition in conformity with U.S. GAAP. This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including digital asset securities, and disclosure of contingent assets and liabilities as of the date of the statement of financial condition. Management bases its estimates on certain assumptions which it believes are reasonable in the circumstances and does not believe that any change in those assumptions would have a significant effect on financial position or results of operations. Actual results could differ from those estimates. #### Fair Value Measurement The fair value of highly liquid, short-term assets, including cash, prepaid expenses, payables, and accrued expenses approximates their carrying value given that they are short term in nature, bear interest at current market rates, or are subject to re-pricing, generally on a daily basis. #### Income Taxes The Company is treated as a single-member limited liability company disregarded for U.S. federal income tax purposes. No income tax provision has been made in the accompanying statement of financial condition since the Company is not subject to United States federal, state, or local income taxes. The Company accounts for income taxes under, ASU 2019-12, Income Taxes (ASC Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12") and is no longer obligated to disclose its tax positions on its stand-alone financials and instead reports them with its Parent. {7}------------------------------------------------ #### NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) #### Cash and Cash Equivalents The Company has defined cash equivalents as highly liquid investments with original maturities of less than 90 days that are not held for sale in the ordinary course of business. As of December 31, 2025 the Company did not hold any cash equivalents. #### Cash Segregated in Compliance with Federal Regulations Cash segregated in compliance with federal regulations consists of cash on deposit in a special reserve bank account for the exclusive benefit of customers under SEC Rule 15c3-3. #### Concentrations of Credit Risk The Company maintains all its cash with two financial institutions, which at times, may exceed federally insured limits. The accounts at these financial institutions are insured by the Federal Deposit Insurance Company ("FDIC") subject to certain limitations. As of December 31, 2025, the Company's cash on deposit at these financial institutions in excess of federally insured limits of \$250,000 per institution was \$981,084. The Company has not experienced any loss in these accounts and does not believe it is exposed to any significant credit risk on cash. #### Fixed Assets Fixed assets are recorded at cost, net of accumulated depreciation, and consist primarily of computer hardware and equipment. Depreciation is recorded using the straight-line basis and estimated useful service lives of the assets, which is five years. #### Digital Asset Securities Digital Asset Securities ("DAS") are defined under SEC Release No. 34-90788 as an asset that is issued or transferred using distributed ledger technology and qualifies as a security under applicable federal securities laws. The Company performs an analysis to determine whether the treatment under ASC Sub-Topic 350-60, as amended by Accounting Standards Update ("ASU") 2023-08, is applicable to each DAS on the Company's Statement of Financial Condition. The Company has determined that its current DAS holdings are indefinite-lived intangible assets in accordance with ASC Sub-Topic 350-60. The DAS are initially recorded at their cost with subsequent cost-basis tracking performed in accordance with the first-in-first out ("FIFO") method of accounting. #### Allowance for Credit Losses 17 The Company accounts for credit losses in accordance with ASC Topic 326, Financial Instruments– Credit Losses ("ASC Topic 326"). ASC Topic 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 has the ability to determine there are no expected credit losses in certain circumstances. The Company identified accounts receivable, prepaid expenses and other assets which are carried at amortized cost as in scope for consideration under ASC Topic 326. The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments carried at amortized cost, including other assets 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 other assets is not significant until they are 90 days past due based on the contractual arrangement and expectation of collection in accordance with industry standards. The Company did not record an allowance for credit losses at December 31, 2025. {8}------------------------------------------------ #### NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) #### Leases Leases are recognized in accordance with ASC Topic 842 Leases ("ASC Topic 842"). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the Statement of Financial Condition as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company's incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elected to combine lease and non-lease components. # Segment Reporting Based on the internal reporting structure and management's evaluation, the Company has determined that it operates within one reportable segment under the criteria of ASC Topic 280, Segment Reporting. The Company has identified its Co-CEO as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business to manage the Company. Additionally, the CODM uses excess net capital, which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy. 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. #### Share-Based Compensation 17 The Company accounts for share-based compensation in accordance with ASC Topic 718, Compensation—Stock Compensation. Employees participate in Prometheum Inc.'s equity incentive plan, which provides for stock options that may only be settled in common shares of Prometheum, Inc. Share-based compensation cost is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. The awards are classified as equity awards and measured at fair value on the grant date. The Company determines the grant date fair value of stock options using the Black-Scholes option pricing model, incorporating assumptions including expected term, expected volatility, and risk-free interest rate. Prometheum Inc. allocates share-based compensation expense to the Company for employees receiving equity awards. #### NOTE 4 – EXPENSE SHARING AGREEMENT The Company operates pursuant to an expense sharing agreement ("ESA") entered into with the Parent. Pursuant to that agreement, certain expenditures of the Parent, which benefit the Company, are allocated to the Company, and reflected in the accounts of the Company. Expenditures are allocated using a reasonable methodology based on specific identification, headcount, usage or other systematic basis reflecting the Company's proportionate benefit. Expenditures by the Parent which are recorded in the accounts of Prometheum Capital pursuant to the ESA are settled by a simultaneous non-cash capital contribution by the Parent. Amounts recorded in the accompanying statement of financial condition at December 31, 2025 under the ESA was \$10,506,903. This amount was settled with a simultaneous non-cash capital contribution. {9}------------------------------------------------ #### NOTE 5 – FIXED ASSETS Fixed assets consist of the following as of December 31, 2025: | Computer hardware | \$78,332 | |--------------------------------|----------| | Less: accumulated depreciation | (15,116) | | Fixed assets, net | \$63,216 | #### NOTE 6 – FAIR VALUE The Company measures certain financial assets at fair value on a recurring basis in accordance with ASC Topic 820, Fair Value Measurement. The fair value hierarchy prioritizes the inputs used to measure fair value into three levels: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than quoted prices included in Level 1, that are observable for the asset or liability either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. As of December 31, 2025, the Company's financial assets measured at fair value on a recurring basis consist solely of Level 2 assets, which are valued based on a 24-hour volume weighted average calculation, time-penalty factor and outlier methodology. Accordingly, no Level 1 or Level 3 assets are held, and no fair value hierarchy table is presented. The company had no financial assets or liabilities measured at fair value on a nonrecurring basis. The following table summarizes the fair value of financial assets measured at fair value on a recurring basis: | Assets: | Level 2 | |---------------------------------------|---------| | Digital asset securities | \$7,924 | | Total financial assets, at fair value | \$7,924 | #### NOTE 7 – DIGITAL ASSET SECURITIES 17 The following summarizes the Company's significant DAS holdings as of December 31, 2025: | | Quantity | Cost Basis | Fair Value | |----------------------------------------|----------|------------|------------| | Ether ("ETH") | 2.6665 | \$9,122 | \$7,924 | | Total DAS held as of December 31, 2025 | | \$9,122 | \$7,924 | The following table presents a roll-forward of digital asset securities for the year ended December 31, 2025, based on the fair value model under ASU 2023-08: | | Fair Value | |------------------------------------------------------|------------| | Beginning Balance: ETH held at January 1, 2025 | \$6,012 | | Additions: Purchases of ETH | 3,500 | | Dispositions: Payment of ETH for expenses (gas fees) | (512) | | Change in fair value of ETH | (1,076) | | Ending Balance: ETH held at December 31, 2025 | \$7,924 | {10}------------------------------------------------ #### NOTE 8 – REGULATORY REQUIREMENTS The Company is a broker-dealer subject to the SEC Uniform Net Capital Rule (Rule 15c3-1") under the Securities Exchange Act of 1934, under which the Company is required to maintain minimum net capital. The Company computes its net capital in accordance with the alternative method, which requires the maintenance of minimum net capital equal to the greater of \$250,000 or 2% of aggregate debit balances arising from customer transactions, as defined. At December 31, 2025, the Company had net capital of \$768,920, which was \$518,920 in excess of the required net capital. The Company is a broker-dealer subject to the SEC Customer Protection Rule ("Rule 15c3-3") under the Securities Exchange Act of 1934. Rule 15c3-3 requires the maintenance and periodic deposit or withdrawal of cash and/or qualified securities, as defined, in special reserve accounts for the exclusive benefit of customers and proprietary accounts of brokers or dealers ("PABs"). At December 31, 2025, cash of \$40,890 has been segregated in these special reserve bank accounts. #### NOTE 9 – RELATED PARTY TRANSACTIONS As discussed in Note 4, the Company has an ESA with the Parent. Additionally, the Company leases office space from an entity associated with members of Prometheum, Inc's Board of Directors and a minority stockholder. As of December 31, 2025, payable to related parties consists of \$5,000 due to a board member of the Parent maintaining a non-customer brokerage account at the Company. #### NOTE 10 – COMMITMENTS AND CONTINGENCIES The Company has no commitments or contingencies for the year ended December 31, 2025. #### NOTE 11 – SUBSEQUENT EVENTS 17 The Company evaluates subsequent events through the date on which this statement of financial condition was issued. There have been no material subsequent events that occurred through March 4, 2026 that could require adjustment to this statement of financial condition. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.