# HIIVE MARKETS LIMITED X-17A-5/A (2025-03-13) — Broker-dealer annual report
- Company: HIIVE MARKETS LIMITED
- Form: X-17A-5/A
- Filed: 2025-03-13
- Period: 2024-12-31
- Accession: 0001883826-25-000002
- CIK: 1883826
- File #: 8-70806
- Type: Broker-dealer
- Material weakness: No
- Auditor: KPMG LLP
- Auditor location: Toronto, A6
- Contact: Jonathan Martin
- Phone: 604-262-9262
- Signed by: Simren Desai (CEO)
Original filing: https://www.sec.gov/Archives/edgar/data/1883826/000188382625000002/Public1.pdf
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Financial Statements and Supplementary Information (Expressed in thousands of U.S. dollars) (With Report of Independent Registered Public Accounting Firm therein)
# Hiive Markets Limited
Year ended December 31, 2024
These financial statements and schedules are deemed confidential pursuant to subparagraph (e)(3) of Rule 17a-5 of the Securities Exchange Commission.
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| | Page(s) |
|------------------------------------------------------------|---------|
| Report of Independent Registered Public Accounting Firm 1 | |
| Financial Statements | |
| Statement of Financial Condition 2 | |
| Notes to Financial Statements 3- | |
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KPMG LLP Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5 Canada Tel 416-777-8500 Fax 416-777-8818
# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Sole Director of Hiive Markets Limited:
# Opinion on the Financial Statement
We have audited the accompanying statement of financial condition of Hiive Markets Limited (the Company) as of December 31, 2024, 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 Company as of December 31, 2024, in conformity with U.S. generally accepted accounting principles.
# 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 provides a reasonable basis for our opinion.
Chartered Professional Accountants, Licensed Public Accountants
We have served as the Company's auditor since 2022.
Toronto, Canada February 28, 2025
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# Hiive Markets Limited Statement of Financial Condition
(Expressed in thousands of U.S. dollars) As at December 31, 2024
| ASSETS
2024
\$
Cash and cash equivalents
Accounts Receivable, net (note 3)
Prepaid Expenses
124
Total Assets
\$
LIABILITIES AND STOCKHOLDERS'S EQUITY
Liabilities
Accounts payable and accrued liabilities
\$
437
Due to affiliate (note 4)
2,967
Income taxes payable
Total Liabilities
\$
Stockholder's equity
\$
18,966
Total Liabilities and Stockholder's Equity | |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| | |
| | 16,810 |
| | 2,032 |
| | |
| | 18,966 |
| | |
| | |
| | |
| | |
| | 2,826 |
| | 6,230 |
| | 12,736 |
| | |
See accompanying notes to the financial statements.
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# Hiive Markets Limited Notes to the Financial Statements
(Expressed in thousands of U.S. dollars) Year ended December 31, 2024
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, that facilitates secondary market trading of shares in late-stage venture-backed companies through its web-based matching interface (the "Platform"). The Platform operates using a technology licensed from and supported by The Hiive Company Limited ("THCL"). The Company is a wholly owned subsidiary of THCL. The Company is a member firm of the Financial Industry Regulatory Authority ("FINRA") and is registered as a brokerdealer with the Securities and Exchange Commission ("SEC"). 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") and the rules and regulations of the SEC.
# Cash and cash equivalents
Cash and cash equivalents include cash on hand and short-term instruments that either mature by, or are redeemable within, three months from the acquisition date. The instruments included within cash equivalents primarily consist of redeemable GIC's with a maturity of one year from the acquisition date, but that are redeemable penalty-free after the first 30 days. Both bank deposit accounts and short-term instruments are stated at fair value and may exceed federally insured limits at times.
Pursuant to the exemptive provisions of sub-paragraph (k)(2)(i) of SEC rule 15c3-3, the Company is permitted to hold customer funds in connection with privately negotiated securities transactions in anticipation of settlement. At December 31st, 2024, the Company held no customer funds in its accounts.
## Accounts Receivable, net
Trade and other receivables are measured at fair value on origination.
At year end, the Company assesses whether there are any indications that the carrying value of the trade receivables may be impaired. For the purposes of impairment testing, each significant amount is assessed individually. When there is an indication of impairment, the Company reduces the carrying amount of trade receivable to the higher of the amount that could be realized by selling the receivable at the balance sheet date and the present value of cash flows expected to be generated by holding the receivable.
When the extent of impairment of a previously written down trade receivable decreases, and the decrease can be related to an event occurring after the impairment was recognized, the impairment loss is reversed to the extent of the improvement.
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# Hiive Markets Limited Notes to the Financial Statements
(Expressed in thousands of U.S. dollars) Year ended December 31, 2024
# Revenue Recognition
The Company recognizes revenue pursuant to ASC 606, Revenue from Contracts with Customers. 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. The closing date is defined as the date in which both the buyer and the seller execute the Stock Transfer Agreement or Share Purchase Agreement. The Company acts as a principal in the majority of transactions intermediated by the firm. In transactions where the Company collects fees on behalf of a co-broker, the Company records those co-brokerage fees as a reduction to gross revenue earned in an offsetting revenue contra account.
## 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.
## Foreign currency transactions
Transactions in currencies other than USD 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.
## 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.
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 year ended December 31, 2024.
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# Hiive Markets Limited Notes to the Financial Statements
## Adoption of new accounting standards
| | Hiive Markets Limited | |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
| | Notes to the Financial Statements
(Expressed in thousands of U.S. dollars) | |
| | Year ended December 31, 2024 | |
| | 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 year
ended December 31, 2024. | |
| 3. | Accounts Receivable | |
| | | 2024 |
| | Trade receivables, gross | 2,256 |
| | Allowance for doubtful accounts | (224) |
| | Trade receivables, net | \$ 2,032 |
| 4. | Related party transactions and balances | |
| | The Company has an active Administrative Services Agreement (the "Expense Sharing
Agreement") with THCL, the parent company of the Company. In accordance with the Expense
Sharing Agreement, the Company reimburses THCL on a monthly basis for an allocable share of
all of the expenses incurred by THCL. As at December 31, 2024, the Company had a payable due
to THCL of \$2,967. Balances with related parties are non-interest-bearing and are repayable on
demand. | |
| 5. | 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 and that equity capital may not be withdrawn
if the resulting net capital ratio would exceed 10 to 1. As an introducing broker-dealer that carries | |
The Company has an active Administrative Services Agreement (the "Expense Sharing Agreement") with THCL, the parent company of the Company. In accordance with the Expense Sharing Agreement, the Company reimburses THCL on a monthly basis for an allocable share of all of the expenses incurred by THCL. As at December 31, 2024, the Company had a payable due to THCL of \$2,967. Balances with related parties are non-interest-bearing and are repayable on demand.
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. As an introducing broker-dealer that carries customer funds under sub-paragraph (k)(2)(i), the Company is required to maintain a minimum net capital of the greater of \$100 or 6 2/3% of aggregate. At December 31, 2024, the Company's net capital was \$10,572, which was \$10,152 in excess of its minimum requirement of \$420. 6. Subsequent Events
The Company has evaluated subsequent events through the date of issuance of these financial statements. Based on this evaluation, the Company has determined that no events have occurred that impact or require disclosure in these financial statements.
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.