Individual decision · SEC · 24 Mar 2026
The Division of Trading and Markets staff will not recommend enforcement action to the Commission if Pentalpha Capital LLC fails to file audited annual reports for the fiscal year ended December 31, 2025, provided its Form BDW becomes effective 60 days after filing in accordance with Rule 15b6-1(b). This position applies strictly to the facts and circumstances stated in the letter and may require a different response if those facts or circumstances differ. The response expresses the staff's position regarding enforcement action only and does not constitute a legal conclusion on the question presented or address the applicability of other laws or rules.
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. 1 Based 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. 1 See 17 CFR 240.17a-5(d)(5). 2 17 CFR 240.15b6-1(b).
This position is subject to modification or revocation at any time. Sincerely, Raymond Lombardo Assistant Director Division of Trading and Markets cc: Brian Staton, FINRA Jack Lee, FINRA
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