SEC No-Action Letter: Pentalpha Capital LLC Exemption from Audited Annual Reports

SEC: No-Action Letters - Trading & Markets

Published March 24th, 2026

Detected March 25th, 2026

Summary

The SEC's Division of Trading and Markets has granted Pentalpha Capital LLC a no-action letter, exempting them from filing audited annual reports for the fiscal year ending December 31, 2025. This exemption is contingent upon Pentalpha Capital LLC's Form BDW becoming effective 60 days after its filing.

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What changed

The Securities and Exchange Commission (SEC) Division of Trading and Markets has issued a no-action letter to Pentalpha Capital LLC, granting an exemption from the requirement to file audited annual reports for the fiscal year ending December 31, 2025. This relief is specifically tied to the condition that Pentalpha Capital LLC's Form BDW (Withdrawal from Registration as a Broker-Dealer) becomes effective 60 days after its filing, as per Rule 15b6-1(b). The Division's position is based strictly on the representations made by Pentalpha Capital LLC and does not extend to other legal or regulatory questions.

For compliance officers at broker-dealers, this signifies that under specific circumstances related to withdrawal from registration, an audited annual report may not be required for the final fiscal year. However, it is crucial to note that this is a staff position based on specific facts and is subject to revocation. Any deviation from the stated representations could invalidate the exemption. Compliance teams should ensure that the conditions for this exemption are meticulously met and document the basis for relying on this no-action relief.

What to do next

Verify Form BDW effectiveness date is 60 days after filing
Document reliance on the no-action letter and its specific conditions
Consult legal counsel if facts differ from those represented to the SEC

Source document (simplified)

March 24, 2026 Ms. Gabrielle Collins Vice President Pentalpha Capital LLC 2 Greenwich Office Park Greenwich, CT 06831 Re: Request for Exemption from Filing Audited Annual Reports under Rule 17a-5(d) Dear Ms. Collins: We have received your letter of March 9, 2026 (“Letter”), in which you request,

on behalf of Pentalpha Capital LLC (the “Capital”), relief from the requirement that

Capital file audited annual reports for its fiscal year ending December 31, 2025. Based 1 on the representations that Capital has made in the Letter, the Division of Trading and

Markets (“Division”) staff will not recommend enforcement action to the Commission if

Capital does not file audited annual reports for the fiscal year ended December 31, 2025 in the circumstance where Capital’s Form BDW becomes effective 60 days after its filing, in accordance with Rule 15b6-1(b). 2 This Division staff position is based strictly on the facts and circumstances stated in the Letter. Any different facts or circumstances from those set forth in the Letter may

require a different response. Furthermore, this response expresses the Division staff’s

position regarding enforcement action only and does not purport to express any legal conclusions on the question presented. The Division staff expresses no view with respect to any other questions that the proposed activities may raise, including the applicability of any other federal, state, or foreign laws or self-regulatory organization rules.