# JP PORTSMOUTH CAPITAL LLC X-17A-5 (2026-03-26) — Broker-dealer annual report

- Company: JP PORTSMOUTH CAPITAL LLC
- Form: X-17A-5
- Filed: 2026-03-26
- Period: 2025-12-31
- Accession: 0002023267-26-000002
- CIK: 2023267
- File #: 8-71249
- Type: Broker-dealer
- Material weakness: No
- Auditor: PRICEWATERHOUSECOOPERS LLP
- Auditor location: BOSTON, MA
- Contact: CAROLINE LUSTER
- Phone: 3054249272
- Email: carrie.powell@jpportsmouth.com
- Website: jpportsmouth.com
- Signed by: DAVIE BACCEI (Managing Director/Chief Compliance Officer)

Original filing: https://www.sec.gov/Archives/edgar/data/2023267/000202326726000002/jppcpublic2025final2.pdf

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# **JP Portsmouth Capital LLC**

**Statement of Financial Condition December 31, 2025** 

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12/19/2024 12/31/2025

# JP PORTSMOUTH CAPITAL LLC

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| 1 | World<br>Trade<br>Center,<br>Suite<br>86A |
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| New<br>York             | NY           | 10007-0089                     |
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| Caroline<br>Luster      | 865-216-3208 | carrie.powell@jpportsmouth.com |
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| PricewaterhouseCoopers, | LLP          |                                |
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| 101<br>Seaport<br>Blvd | Boston | MA  | 02110 |
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| 10/20/2003             |        | 238 |       |
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| Davie Baccei |                           |  |  |  |
|--------------|---------------------------|--|--|--|
|              | JP Portsmouth Capital LLC |  |  |  |
|              |                           |  |  |  |

December 31 <sup>025</sup>

| Davie Baccei | Digitally signed by Davie Baccei<br>Date: 2026.03.11 18:08:39 -07'00' |
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|              |                                                                       |

Managing Director/Chief Compliance Officer

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| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |   |
|---------------------------------------------------------|---|
| FINANCIAL STATEMENT                                     |   |
| Statement of Financial Condition                        |   |
| Notes to the Statement of Financial Condition           | – |

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# **Report of Independent Registered Public Accounting Firm**

To the Board of Directors and Member of JP Portsmouth Capital LLC

# *Opinion on the Financial Statement – Statement of Financial Condition*

We have audited the accompanying statement of financial condition of JP Portsmouth 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 the Company as of December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

# *Basis for Opinion*

The 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 Securities and Exchange Commission and the PCAOB.

We conducted our audit of this financial statement 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.

Boston, Massachusetts March 26, 2026

We have served as the Company's auditor since 2025.

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# **JP PORTSMOUTH CAPITAL LLC**  STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025

# **ASSETS**

| Cash and cash equivalents                                                                              | \$<br>1,888,124                   |
|--------------------------------------------------------------------------------------------------------|-----------------------------------|
| Accounts receivable                                                                                    | 143,750                           |
| Prepaid expenses and other assets                                                                      | 11,155                            |
| TOTAL ASSETS                                                                                           | \$<br>2,043,029                   |
| LIABILITIES AND MEMBER'S EQUITY                                                                        |                                   |
| LIABILITIES<br>Accounts payable and accrued liabilities<br>Due to related parties<br>TOTAL LIABILITIES | \$<br>37,740<br>67,815<br>105,555 |
| MEMBER'S EQUITY                                                                                        | 1,937,474                         |
| TOTAL LIABILITIES AND MEMBER'S EQUITY                                                                  | \$<br>2,043,029                   |

See accompanying notes to financial statement.

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# **JP PORTSMOUTH CAPITAL LLC**  NOTES TO STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2025

# **NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

### *Description of Business and Organization*

JP Portsmouth Capital LLC (the Company) was incorporated in the State of Delaware in March 2024. The Company became a member of the Financial Industry Regulatory Authority (FINRA) on December 19, 2024 (the Effective Date) and is a registered broker-dealer.

The Company operates as a limited-purpose broker-dealer. Its business consists primarily of providing services in connection with privately negotiated securities transactions. These transactions include private placements of securities and certain privately negotiated block transactions involving publicly traded securities. In certain transactions involving registered, unrestricted securities, the Company refers execution to other broker-dealers. The Company does not act as an underwriter or market maker, does not carry customer accounts, and does not hold or maintain customer funds or securities.

The Company generates revenues primarily from transaction-based fees and consulting fees contingent upon the successful completion of securities and non-securities related transactions. The Company's clients consist primarily of high-net-worth individuals and institutional clients.

The Company's principal office is located in New York, New York.

The Company is a Delaware Limited Liability Company and is a wholly owned subsidiary of Jordan Park Holding Company (the Parent).

### *Government and Other Regulation*

The Company's business is subject to significant regulation by various governmental agencies and self-regulatory organizations such as the Securities and Exchange Commission (SEC) and FINRA. Such regulation includes, among other things, periodic examinations by these regulatory bodies to determine whether the Company is conducting and reporting its operations in accordance with the applicable requirements of these organizations.

# *Basis of Presentation*

The significant accounting policies and practices followed by the Company in the preparation of the accompanying financial statement conform to accounting principles generally accepted in the United States of America.

#### *Cash and Cash Equivalents*

The Company considers all highly liquid debt instruments having maturities of three months or less at the date of acquisition to be cash equivalents. The Company may, during the ordinary course of business, maintain account balances in excess of federally insured limits. The Company does not expect any risk of loss relating to these deposits. At December 31, 2025, the Company did not hold any cash equivalents.

#### *Income Taxes*

The Company is a single member limited liability company that is treated as a disregarded entity for income tax purposes, and accordingly, no provision has been made for income taxes. All profits and losses of the Company pass through to the sole member.

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# **JP PORTSMOUTH CAPITAL LLC**  NOTES TO STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2025

# **NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

### *Use of Estimates in the Preparation of Financial Statements*

The preparation of the statement of financial condition in conformity with accounting principles generally accepted in the United States of America requires 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.

# *Segment Reporting*

In accordance with Accounting Standards Codification ("ASC") Topic 280, Segment Reporting, the Company has evaluated its organizational structure and determined that it operates in a single operating and reportable segment. The Company is engaged primarily in securities broker-dealer activities, primarily consulting services and transaction-based services in connection with privately negotiated securities transactions, including private placements and certain over-the-counter equity transactions.

The Company's Chief Operating Decision Maker ("CODM"), identified as the Managing Director, evaluates financial performance and allocates resources based on the Company's net income and regulatory capital position. The CODM reviews financial information on an entity-wide basis for purposes of assessing performance and managing capital adequacy, including compliance with net capital requirements (see Note 2). The Company's operations constitute a single reportable segment because the CODM manages the business as a whole and does not evaluate discrete financial information by product line, service type, or geographic area.

# **NOTE 2. NET CAPITAL REQUIREMENTS**

As a registered broker-dealer, the Company is subject to the Uniform Net Capital Rule of the Securities and Exchange Commission, which requires that "Net Capital", as defined, shall be at least the greater of \$5,000 or 12- 1/2% of "Aggregate Indebtedness", as defined. At December 31, 2025, the Company's "Net Capital" was \$1,782,569, which exceeded requirements by \$1,769,375. The ratio of "Aggregate Indebtedness" to "Net Capital" was 0.0592 to 1 at December 31, 2025.

# **NOTE 3. RELATED PARTY TRANSACTIONS**

#### *Expense Sharing Agreements*

The Company is under common control with certain entities affiliated with Jordan Park Holding Company LLC. The Company may enter into expense sharing or service arrangements with affiliates in the ordinary course of business.

Prior to the execution of formal expense sharing agreements in March 2025, the Company allocated certain shared personnel compensation and benefits costs based on estimated usage.

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# **JP PORTSMOUTH CAPITAL LLC**  NOTES TO STATEMENT OF FINANCIAL CONDITION AS OF DECEMBER 31, 2025

# **NOTE 3. RELATED PARTY TRANSACTIONS**

Effective March 2025, the Company entered into expense sharing agreements with affiliates Jordan Park Group LLC ("JPG") and Jordan Park Trust Company LLC ("JPTC"), whereby these affiliates allocate certain shared expenses to the Company.

As of December 31, 2025, the Company owed \$63,015 to JPG and \$4,800 to JPTC, which are included in due to related parties in the accompanying statement of financial condition.

### **NOTE 4. CONTINGENCIES**

During the normal course of operations, the Company, from time to time, may be involved in lawsuits, arbitrations, claims, and other legal or regulatory proceedings. The Company does not believe that these matters will have a material adverse effect in the Company's financial position.

# **NOTE 5. SUBSEQUENT EVENTS**

The Company has evaluated subsequent events through March 26, 2026, the date this financial statement was available to be issued and determined that no additional financial statement recognition or disclosure is necessary.


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.
