# HIIVE MARKETS LIMITED X-17A-5 (2023-03-31) — Broker-dealer annual report - Company: HIIVE MARKETS LIMITED - Form: X-17A-5 - Filed: 2023-03-31 - Period: 2022-12-31 - Accession: 0001883826-23-000003 - CIK: 1883826 - File #: 8-70806 - Type: Broker-dealer - Material weakness: No - Auditor: KPMG LLP - Auditor location: Toronto, Ontario, Z4 - Contact: Angelina Fortino - Phone: 212-751-4422 - Email: afortino@dfppartners.com - Website: dfppartners.com - Signed by: Sim Desai (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1883826/000188382623000003/hiivepublicfsv2.pdf --- {0}------------------------------------------------ # Hiive Markets Limited Statement of Financial Condition December 31, 2022 With Report of Independent Registered Public Accounting Firm {1}------------------------------------------------ ## **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** # **ANNUAL REPORTS FORM X-17A-5 PART** Ill **FACING PAGE** **Information Required Pursuant to Rules 17a-S, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** REPORT FOR THE PERIOD BEGINNING 04/22/2022 AND ENDING 12/31/2022 MM/DD/YY MM/DD/YY #### **A. REGISTRANT IDENTIFICATION** NAME OF FIRM: Hiive Markets Limited TYPE OF REGISTRANT (check all applicable boxes): ~Broker-dealer Security-based swap dealer Major security-based swap participant □ Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | 300 - 34 West 8th Avenue | | | | | |--------------------------------------------------|---------------------------------------------------------------------------|--------------------------|--------------------------------------------|--| | | (No. and Street) | | | | | Vancouver, BC | | | V5Y 1M7 | | | (City) | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | Angelina Fortino | 212-751-4422 | afortino@dfppartners.com | | | | (Name) | (Area Code -Telephone Number) | | (Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | KPMG LLP | | | | | | | (Name - if individual, state last, first, middle name) | | | | | 333 Bay Street, Suite 4600 | Toronto, Ontario | | M5H 255 | | | {Address) | (City) | (State) | (Zip Code) | | | 5/14/2004 | | | 85 | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, if applicable) | | | | FOR OFFICIAL USE ONLY | | | | | | | | | | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-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.** | 0MB APPROVAL | | |--------------------------|--| | 0MB Number: 3235-0123 | | | Expires: Oct. 31, 2023 | | | Estimated average burden | | | hours per response: 12 | | | | SEC FILE NUMBER | |--|-----------------| | | | **8-70806** {2}------------------------------------------------ #### **OATH OR AFFIRMATION** I, Sim Desai, swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Hiive Markets Limited, as of December 31, 2022, 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. **MARYROSE MERCADO** NOTARY PUBLIC, STATE OF NEW YORK Registration No. 01 ME6423025 Qualified in Queens County Commission Expires October 4, 20 \_\_ | | | Signature: | | |--|--|------------|--| | | | | | Title: Chief Executive Officer #### **This filing\*\* contains (check all applicable boxes):** - 181 (a) Statement of financial condition. - cgj (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. - D (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - □ (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. - □ (i) Computation of tangible net worth under 17 CFR 240.18a-2. - D (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. - □ (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.1Sc3-3. - D (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. - 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. - □ (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - ~ (q) 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. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - cgj (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-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. - D(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. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-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). - □ (z) Other: \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5{e}{3} or 17 CFR 240.1Ba-7(d)(2}, as applicable. {3}------------------------------------------------ ### **Page(s)** | Report of Independent Registered Public Accounting Firm 1 | | |------------------------------------------------------------|--| | Statement of Financial Condition 2 | | | Notes to Financial Statement 3-5 | | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) KPMG LLP Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5 Canada Tel 416-777-8500 Fax 416-777-8818 www.kpmg.ca # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Shareholder and the Board of Directors of Hiive Markets Limited: ## **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Hiive Markets Limited (the Entity) as of December 31, 2022, and the related notes (collectively, the financial statement). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Entity as of December 31, 2022, in conformity with U.S. generally accepted accounting principles. ## **Basis for Opinion** This financial statement is the responsibility of the Entity'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 Entity in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. Chartered Professional Accountants, Licensed Public Accountants We have served as the Entity's auditor since 2022. Toronto, Canada March 31 , 2023 © 2023 KPMG LLP, an Ontario limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. {5}------------------------------------------------ #### **ASSETS** | Cash
Accounts receivable
Prepaid expenses
Due from Affiliate (note 3) | \$
1,088,994
326,861
48,481
23,793 | |--------------------------------------------------------------------------------|------------------------------------------------| | | \$
1,488,129 | | LIABILITIES AND STOCKHOLDER'S EQUITY | | | Liabilities | | | Accounts payable and accrued liabilities | \$
168,173 | | Due to lHCL (note 3) | 765,765 | | Income taxes payable | 9,803 | | Total liabilities | 943,741 | | Stockholder's equity | 544,388 | | Total liabilities and stockholder's equity | \$
1,488,129 | The accompanying notes are an integral part of this financial statement. {6}------------------------------------------------ #### **1. Nature of Business** Hiive Markets Limited ("HML" or "the Company'') is a Canadian corporation, incorporated under the Ontario Business Corporations Act on August 19, 2021. The Company is a wholly owned subsidiary of The Hiive Company Limited ("THCL".) On April 22, 2022 the Company was granted membership by Financial Industry Regulatory Authority ("FINRA"). The Company is registered as a broker-dealer with the Securities and Exchange Commission ("SEC") and is a member of FINRA. The Company facilitates secondary market trading of shares in late-stage venture-backed companies and funds through its web-based matching interface {the "Platform"). The Platform operates using a technology licensed from and supported by Hiive Technology Limited ("HTL"), a Canadian corporation incorporated under the Ontario Business Corporations Act on August 19, 2021, and wholly owned by THCL. #### **2. Significant Accounting Policies** #### Basis of Presentation The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). #### Cash Cash consists of cash in banks, primarily held at one financial institution which at times may exceed federally insured limits. #### Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"). The revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five step model to (1) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. For each closed transaction intermediated by Hiive Markets Limited, the firm collects an administrative or "closing" fee and a percentage-based commission or success fee which is recognized on the closing date. #### Use of Estimates The preparation of the financial statements in conformity with U.S. 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 statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. {7}------------------------------------------------ #### Foreign currency transactions Transactions in currencies other than USO are initially recorded at the rates of exchange prevailing on the dates of the transactions. Monetary assets and liabilities denominated in such currencies are retranslated at the rates prevailing at the end of the reporting period. Profits and losses arising on exchange are included in other expenses in the statement of operations. #### Allowance for Credit Losses In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments- Credit Losses (Topic 326). The ASU introduces a new credit loss methodology, Current Expected Credit Losses ("CECL"}, which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL methodology utilizes a lifetime "expected credit loss" measurement objective for the recognition of credit losses for certain financial assets at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The Company records credit losses for financial assets under current U.S.GAAP, which generally require that a loss be incurred before it is recognized. For certain financial assets measured at amortized cost (e.g., cash and cash equivalents), the Company has concluded that there are de minim us expected credit losses based on the nature and contractual life or expected life of the financial assets and immaterial historic and expected losses. #### Income taxes The Company follows the asset and liability method of accounting for corporate income taxes. Under this method, deferred tax assets and liabilities represent the amount of tax applicable to temporary differences between the carrying amounts of the assets and liabilities and their values for tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in deferred income taxes related to a change in tax rates are recognized in income in the year of the tax rate change. #### Adoption of new accounting standards The Company monitors new standards, amendments to standards and interpretations, which are relevant to the Company. The Company did not adopt any new accounting standards for the period ended December 31, 2022. {8}------------------------------------------------ #### **3. Related party transactions and balances** The Company and THCL entered into an Administrative Services Agreement (the "Expense Sharing Agreement"). In accordance with the Expense Sharing Agreement, the Company reimburses THCL on a monthly basis for an allocable share of the cost of occupancy, technology services, employee compensation and benefits, professional fees, office general administrative, and other expenses incurred by THCL. The Company, HTL and THCL entered into a Software License and Services Agreement. HTL developed a technology for matching buyer and sellers of unregistered private securities. The Company uses the software developed by HTL and therefore pays a sublicensing fee to THCL. As at December 31, 2022, the Company had a payable due to THCL \$765,765 and a receivable from HTL of \$23,793. Balances with related parties are non-interest bearing and are repayable on demand. #### **4. Net Capital Requirements** 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 (8 to 1 in the initial year of operations) and that equity capital may not be withdrawn if the resulting net capital ratio would exceed 10 to 1. The Company is required to maintain a minimum net capital of the greater of \$5,000 or 6 2/3% of aggregate indebtedness (12.5% in the first year of operations). At December 31, 2022, the Company's net capital was approximately \$142,000, which was approximately \$24,000 in excess of its minimum requirement of approximately \$118,000. #### **5. Subsequent Events** The Company has evaluated subsequent events through the date of issuance of this financial statement. Based on this evaluation, the Company has determined that no events have occurred that impact or require disclosure in this financial statement. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.