# ESAE CAPITAL PARTNERS, LLC X-17A-5 (2022-03-30) — Broker-dealer annual report - Company: ESAE CAPITAL PARTNERS, LLC - Form: X-17A-5 - Filed: 2022-03-30 - Period: 2021-12-31 - Accession: 0001456646-22-000002 - CIK: 1456646 - File #: 8-68176 - Type: Broker-dealer - Material weakness: No - Auditor: Ohab & Company, PA - Auditor location: Maitland, FL - Contact: Jim Yang - Phone: 917-399-7600 - Email: jyang@esaecapitalpartners.com - Website: esaecapitalpartners.com - Signed by: Jim Yang (Managing Partner) Original filing: https://www.sec.gov/Archives/edgar/data/1456646/000145664622000002/2021Esae.pdf --- {0}------------------------------------------------ ### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549** OMB APPROVAL OMB Number: ϯϮϯϱͲϬϭϮϯ Expires: KĐƚ͘ϯϭ͕ϮϬϮϯ Estimated average burden hours per response: # **ANNUAL REPORTS FORM X-17A-5 PART III** SEC FILE NUMBER **8-68176** **FACING PAGE** **Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** | FILING FOR THE PERIOD BEGINNING _____________________ AND ENDING ______________________ | | 1/1/21
MM/DD/YY | | 12/31/21
MM/DD/YY | |-----------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|---------|----------------------------------------------------------------------------------------------------------| | | | A. REGISTRANT IDENTIFICATION | | | | | Esae Capital Partners, LLC | | | NAME OF FIRM: _______________________________________________________________________ | | | | | | | | - | 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 a P.O. box no.) | | | | | | | 222 Broadway, 20th Floor | | _____________________________________________________________________________________ | | | | (No. and Street) | | | | | New York | New York | | 10282
_____________________________________________________________________________________ | | (City) | | (State) | | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | Jim Yang | | 917-399-7600 | | jyang@esaecapitalpartners.com | | (Name) | | (Area Code – Telephone Number) | | _____________________________________________________________________________________
(Email Address) | | | | B. ACCOUNTANT IDENTIFICATION | | | | | | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | OHAB AND COMPANY, PA | | | _____________________________________________________________________________________ | | | | (Name – if individual, state last, first, and middle name) | | | | | 100 E SYBELIA AVE, SUITE 130 | MAITLAND | FL | 32751
_____________________________________________________________________________________ | | (Address) | | (City) | (State) | (Zip Code) | | JULY 28, 2004 | | | 1839 | _____________________________________________________________________________________ | | (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-5(e)(1)(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 OMB control number.** {1}------------------------------------------------ ### **OATH OR AFFIRMATION** | I, | -----------------~
Jim Yang | | | | | swear (or affirm} that, to the best of my knowledge and belief, the | |------------------------|--------------------------------------------|-----------------|----------------------------------------------------------------------------------------------------------------------------|----------------------|----------------------------|--------------------------------------------------------------------------------------------------------------------------------------| | | financial report pertaining to the firm of | | Esae Capital Partners, LLC | | as of | | | | December 31 | | | | | 2fil_, is true and correct. I further swear (or affirm} that neither the company nor any | | as that of a customer. | | Notary Public - | PAULA MILLER
State of New York
No. 01 Ml6384588
Qualified in Queens County
My Commission EKpires Dec. 17, 2022 | s;gnaturec
Title: | d
~
Managing Partner | pa.rtner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely | Notary Public ### **This filing\*\* contains {check all applicable boxes):** - **!!!ii** (a) Statement of financial condition. - □ (b) Notes to consolidated statement offinancial condition. - ~ (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) Statement of cash flows. - ~ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f} Statement of changes in liabilities subordinated to claims of creditors. - ~ (g) Notes to consolidated financial statements. - ~ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.lBa-1, as applicable. - D (i} Computation of tangible net worth under 17 CFR 240.18a-2. - □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D (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. - D (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.1Sc3-3. - ~ (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. - ~ (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. - D (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. - ~ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (t) Independent public accountant's report based on an examination of the statement of financial condition. - **l!!!ii** (u} Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-S, 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. - ~ (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-S 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. - D (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. {2}------------------------------------------------ # **-INDEX-** # **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** ## **FINANCIAL STATEMENTS PAGE** | Statement of Financial Condition as of December 31, 20212 | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | Statements of Operations and Comprehensive Income (Loss)3
For the twelve months ended December 31, 2021 | | Statements of Members' Equity
4
As of December 31, 2021 | | Statements of Cash Flows
5
For the twelve months ended December 31, 2021 | | Notes to Financial Statements

6-8 | | Schedule 1: Computation of Net Capital for Brokers and Dealers
9
December 31, 2021 | | Schedule 2: Computation for Determination of Reserve10
Requirements and Information related to Possession and Control
Requirements Under Rule 15c3-3 of the Securities and Exchange
Commission
at December 31, 2021 | {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 32751 *Certified Public Accountants* Email: pam@ohabco.com Telephone 407-7 40-7311 Fax 407-740-6441 ### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members' of Esae Capital Partners, LLC ### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Esae Capital Partners, LLC as of December 31, 2021, the related statement of operations and comprehensive income, changes in members' equity, and cash flows for the year then ended, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of Esae Capital Partners, LLC as of December 31, 2021, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. ### **Basis for Opinion** These financial statements are the responsibility of Esae Capital Partners, LLC's management. Our responsibility is to express an opinion on Esae Capital Partners, LLC's financial statements 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 Esae Capital Partners, LLC 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 statements are 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 statements, 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 statements. 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 statements. We believe that our audit provides a reasonable basis for our opinion. ### **Auditor's Report on Supplemental Information** The Schedules I and II have been subjected to audit procedures performed in conjunction with the audit of Esae Capital Partners, LLC's financial statements. The supplemental information is the responsibility of Esae Capital Partners, LLC's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the Schedules I and II are fairly stated, in all material respects, in relation to the financial statements as a whole. ~ ~ ~ **l** *{Jf\* Ohab and Company, PA We have served as Esae Capital Partners, LLC's auditor since 2019. Maitland, Florida March 26, 2022 {4}------------------------------------------------ ### **STATEMENT OF FINANCIAL CONDITION** | | As of Dec. 31 | |----------------------------------------------------|---------------| | | 2021 | | Assets | | | Cash | 35,319 | | Accounts receivable | 100,000 | | Due from member | 10,998 | | Other | 834 | | Total assets | 147,151 | | Long Term Assets | | | TOTAL ASSETS | 147,151 | | Liabilities | | | Accounts payable and accrued liabilities | 27,266 | | Account payable | | | Total liabilities | 27,266 | | Long Term Liabilities | | | Commitments and contingencies | | | Members' equity | | | Members' equity | 119,885 | | Ace 0th Comp Inc Unreal Gain on Sec Avail for Sale | | | Total members' equity | 119,885 | | TOTAL LIABILITIES AND MEMBERS' EQUITY | 147,151 | {5}------------------------------------------------ ### **STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME** | | For the Year
Ended | | | |----------------------------|-----------------------|-------------------|--| | | | December 31, 2021 | | | Revenues | | | | | Advisory Services | \$ | 200,000 | | | Operating expenses | | | | | Compensation | | 112,564 | | | General and administrative | | 65,973 | | | Travel & Entertainment | | 113,253 | | | Rent | | 960 | | | Professional fees | | 15,264 | | | Total operating expenses | | 308,014 | | | Other Income/ (Expense) | | | | | Other Income | | 20,832 | | | Interest Income | | 1 | | | Dividend/ Other income | | | | | Bad Debt Expense | | | | | Total other income | | 20,833 | | | Provision for Income Taxes | | 0 | | | Net income (loss) | \$ | {87,182) | | {6}------------------------------------------------ ### **STATEMENT OF MEMBERS' EQUITY** | | Total | |--------------------------------------|---------------| | | Member's | | | Equity | | Balance, December 31, 2020 | 57,428 | | Member contributions | 149,639 | | Member distributions | | | Adj for Prior Year Ace 0th Comp Inc. | | | Net income (loss) | (87,182) | | Balance, December 31, 2021 | \$
119,886 | {7}------------------------------------------------ ### **STATEMENT OF CASH FLOWS** | | As of Dec. 31 | |--------------------------------------------------------|---------------| | | 2021 | | cash flows from operating activities: | | | Net income (loss) | (87,182) | | Adjustments to reconcile for realized gains | | | Adjustments to reconcile net income (loss) to net cash | | | provided by operating activities | | | Depreciation and amortization expense | | | Changes in operating assets and liabilities: | | | Accounts receivable and other receivables | (97,067) | | Due from member | (10,998) | | Accounts payable and accrued liabilities | 9,371 | | Other asset | {779) | | Net cash provided (used) by operating activities | {186,655) | | cash flows from investing activities: | | | Proceeds from sales of marketable securities | | | Purchase of marketable securities | | | Net cash used by investing activities | | | cash flows from financing activities: | | | Member contributions | 149,639 | | Member distributions | | | Net cash provided by (used in) financing activities | 149,639 | | Net change in cash and cash equivalents | (37,016) | | cash, beginning of period | 72,334 | | cash, end of period | 35,319 | | Supplemental Disclosure: | | | cash paid for interest | 0 | | cash paid for taxes | \$0 | | | | {8}------------------------------------------------ ### **ESAE CAPITAL PARTNERS, LLC FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2021 (NOTES TO FINANCIAL STATEMENTS)** ### **NOTE 1 – ORGANIZATION** Esae Capital Partners, LLC, (the "Company"), a Delaware Limited Liability Company, was formed on October 21, 2008 in the State of Delaware and was granted its registration as a broker-dealer in securities under the Securities Exchange Act of 1934 in October 2009, with the National Association of Securities Dealers (now known as the Financial Industry Regulatory Authority (FINRA). The Company was formed to provide corporate finance and advisory services to small to medium size companies. ## **NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** ### Accounting Basis of Presentation: These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. ### Cash and Cash Equivalents: Cash equivalents consist of highly liquid investments with maturities of three months or less from the date of acquisition. Cash and cash equivalents are on deposit with financial institutions without restrictions. As of December 31, 2021, the accounts contain \$35,319, within the federally insured limits of \$250,000. ### Estimates: The preparation of financial statements in accordance 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 statements and revenues and expenses during the reporting period. Actual results can differ from those estimates. ### Revenue Recognition: *Significant Judgments –* Revenue from contracts with customers includes fees from investment banking. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; whether revenue should be presented gross or net of certain costs; and whether constraints on variable consideration should be applied due to uncertain future events. *Advisory Fees* – The Company provides advisory services. Revenue for advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed (the closing date of the transaction) or the contract is cancelled. However, for certain contracts, revenue is recognized over time for advisory arrangements in which the performance obligations are simultaneously provided by the Company and consumed by the customer. In some {9}------------------------------------------------ ### **ESAE CAPITAL PARTNERS, LLC FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2021 (NOTES TO FINANCIAL STATEMENTS)** circumstances, significant judgment is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. Retainers and other fees received from customers prior to recognizing revenue are reflected as contract liabilities. ### Property and Equipment: Property, plant and equipment are stated at cost and have been fully depreciated. Depreciation is computed by use of the straight-line method over the estimated useful lives of the assets, which for buildings is the lesser of 30 years or the remaining life of the underlying building, up to five years for equipment, and the shorter of lease terms or ten years for leasehold improvements. Depreciation and amortization expense on property and equipment was \$0 and \$0 during 2021. ### Other Receivable: Other receivable is comprised of reimbursable expenses from customers. As of December 31, 2021, the balances were \$100,000, and the Company had not recorded a reserve for doubtful accounts. ### Concentrations of Credit Risk: Credit risk represents the accounting loss that would be recognized at the reporting date if counter parties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counter parties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions described below. Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, and marketable debt securities. The primary focus of the Company's investment strategy is to preserve capital and meet liquidity requirements. The Company's investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector. To manage the risk exposure, the Company maintains its portfolio of cash and cash equivalents and short-term and long-term investments. ### Concentrations of Business: The Company's revenues during 2021 were concentrated in one client that represented 100% of the Company's revenues. ### Income Taxes: The Company is a limited liability company and as a result is a "disregarded entity" for U.S. Federal state and local income tax purposes by default. All earnings and profits are passed through to the members and are taxed based on their status. Accordingly, no provision for income taxes is made in the financial statements. {10}------------------------------------------------ ### **ESAE CAPITAL PARTNERS, LLC FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2021 (NOTES TO FINANCIAL STATEMENTS)** ### **NOTE 3 – NET CAPITAL REQUIREMENTS** The Company, as a registered broker-dealer in securities, is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital, as defined, of no less than the greater of \$5,000 or 6 2/3% of aggregate indebtedness and a maximum ratio aggregate indebtedness to net capital of 15-to-1. Also in accordance with the Securities and Exchange Commission Uniform Net Capital Rule 17a-11, the Company must maintain 120% of its minimum net capital requirement. At December 31, 2021, the Company has net capital, as defined, of \$8,053, which was in excess of its required net capital by \$3,053. The Company's ratio of aggregate indebtedness to net capital at December 31, 2021 was 3.3 to 1. ### **NOTE 4 – COMMITMENTS AND CONTINGENCIES** There are no commitments and contingencies as of December 31, 2021. ### **NOTE 5 – PAYCHECK PROTECTION PROGRAM LOAN** The Paycheck Protection Program Loan issued in 2021 in the amount of \$20,832 has been forgiven and is included in Other Income in the financials. ### **NOTE 6 – COMPANY CONTINUATION** The Company had a loss year ending December 2021. Company's Managing Member has agreed to provide additional capital to Company as necessary for it to continue to operate and maintain compliance with minimum net capital requirements. ### **NOTE 7 – SUBSEQUENT EVENTS** Management has evaluated the Company's subsequent events and transactions that occurred through the date which financial statements were available to be issued and determined the Company has no events and transactions occurring that require disclosure. {11}------------------------------------------------ ### **Esae Capital Partners, LLC SCHEDULE I - COMPUTATION OF NET CAPITAL FOR BROKERS AND DEALERS December 31, 2021** | Total members'
equity qualified for net
capital
Additions | \$119,885
- | |--------------------------------------------------------------------------------|----------------| | Total | \$119,885 | | Deductions
Other
Uncollateralized receivables | 111,832
-- | | Net capital before haircuts | \$8,053 | | 15c3-1(f) haircuts on securities at 15%
15c3-1 undue concentration haircuts | -
- | | Net Capital | \$8,053 | | Minimum net capital required | 5,000 | | Excess capital | \$3,053 | | Minimum net capital at 120% | \$6,000 | | Total aggregate indebtedness included
in statement of financial condition | \$27,266 | | Ratio of aggregate
indebtedness to net capital | 338% | Reconciliation with the Company's computation of net capital (as reported in Part II of X-17A-5 as of 12/31/21) | Net Capital as reported in Company's original computation | \$87,221 | |-----------------------------------------------------------|-----------| | Increase in Other Income | 20,832 | | Decrease in Allowable Assets | (100,000) | | | \$8,053 | {12}------------------------------------------------ ### **Esae Capital Partners, LLC** **SCHEDULE II** – COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS AND INFORMATION RELATED TO POSSESSION AND CONTROL REQUIREMENTS UNDER RULE 15c3-3 OF THE SECURITIES AND EXCHANGE COMMISSION AT DECEMBER 31, 2020 The Company is not claiming an exemption from SEA Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073 and as discussed in Q&A 8 of the related FAQ issued by SEC staff. In order to avail itself of this option, the Company has represented that it does not, and will not, hold customer funds or securities. {13}------------------------------------------------ ![](_page_13_Picture_0.jpeg) 100 E. Sybelia Ave. Suite 130 Maitland, FL 32751 *Certified Public Accountants* Email: pam@ohabco.com Telephone 407-7 4"0-7311 Fax 407-740-6441 ### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members' of Esae Capital Partners, LLC We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Report pursuant to SEC Rule 17a-5, in which (1) Esae Capital Partners, LLC (the Company) did not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, and (2) the Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to receiving compensation for financial advisory services and for identifying potential merger and acquisition opportunities for clients. In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds received and promptly transmitted for effecting transactions via subscriptions on a subscription way basis where the funds are payable to the issuer or its agent and not to the Company; did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Esae Capital Partners, LLC's management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Esae Capital Partners, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based upon the Company's business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5, and related SEC Staff Frequently Asked Questions. &/!-..Y"~ ~ti,v Ohab and Company, PA Maitland, Florida March 26, 2022 {14}------------------------------------------------ # **Esae Capital Partners Exemption Report** **Esae Capital Partners, LLC** (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: - (1) C.F.R. § 240. 15c The Company does not claim an exemption under paragraph (k) of 17 3-3, and - (2) the SEC Release No. 34 The Company is filing this Exemption Report relying on Footnote 74 of -70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to receiving compensation for financial advisory services and and for identifying potential merger and acquisition opportunities for clients the Company (1) did not directly or indirectly receive, hold, or money or other conside otherwise owe funds or securities for or to customers, (other than ration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4 and/or funds to the is subscriptions on a subscription way basis where the funds are payable received and promptly transmitted for effecting transactions via suer or its agent and not to the Company); (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. I, Jim Yang, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. March 15, 2022 Jim Yang *j* 1 Managing Director Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.