# SAND CAPITAL LLC X-17A-5 (2026-03-27) — Broker-dealer annual report

- Company: SAND CAPITAL LLC
- Form: X-17A-5
- Filed: 2026-03-27
- Period: 2025-12-31
- Accession: 0001750362-26-000001
- CIK: 1750362
- File #: 8-70193
- Type: Broker-dealer
- Material weakness: Yes
- Auditor: YSL & Associates
- Auditor location: New York, NY
- Contact: Kathy Efrem
- Phone: 212-897-1686
- Signed by: Patrick Sweeney (Authorized Signatory)

Original filing: https://www.sec.gov/Archives/edgar/data/1750362/000175036226000001/sc25s.pdf

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# Sand Capital LLC

(a wholly-owned subsidiary of Related Fund Management, LLC) Statement of Financial Condition Pursuant to Rule 17A-5 under the Securities Exchange Act of 1934 December 31, 2025

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#### **UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549**

# **ANNUAL REPORTS FORM X-17A-5 PART** III

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SEC FILE NUMER

8- 70193

**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 **0 1/01 /25**  AND ENDING 12/31 /25

MM/DD/YY

MM/DD/YY

**A. REGISTRANT IDENTIFICATION** 

NAME oF FIRM: \_ \_\_ S\_a\_nd\_C\_a\_p\_it\_a\_l L\_L\_C\_-============ ------

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.)

# 30 Hudson Yards 83rd Floor

|             | (No. and Street)                              |                             |
|-------------|-----------------------------------------------|-----------------------------|
| New York    | NY                                            | 10001                       |
| (City)      | (State)                                       | (Zip Code)                  |
|             | PERSON TO CONT ACT WITH REGARD TO THIS FILING |                             |
| Kathy Efrem | (212) 897-1686                                | kefrem@integrated.so1utions |
| (Name)      | (Area. Code - Telephone Number)               | (Email Address)             |
|             |                                               |                             |

#### **B. ACCOUNTANT IDENTIFICATION**

INDEPENDENT PUBLIC ACCOUNT ANT whose reports are contained in this filing\*

# YSL & Associates LLC

| (Name - if individual, state last, first, and middle name) |          |         |                                           |  |  |
|------------------------------------------------------------|----------|---------|-------------------------------------------|--|--|
| 11 Broadway, Suite 700                                     | New York | NY      | 10004                                     |  |  |
| (Address)                                                  | (City)   | (State) | (Zip Code)                                |  |  |
| 6/6/2006                                                   |          | 2699    |                                           |  |  |
| (Date of Registration with PCAOB)(if applicable)           |          |         | (PCAOB Registration Number, ifapplicable) |  |  |

#### **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. l 7a-5( e )( I )(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 0MB control number.** 

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#### AFFIRMATION

I, Patrick Sweeney , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to Sand Capital LLC as of 12/31/25 , is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer.

Signature

Title

Patrick Sweeney Autho;izc ' Signatory

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## **dŚŝƐĨŝůŝŶŐΎΎĐŽŶƚĂŝŶƐ;ĐŚĞĐŬĂůůĂƉƉůŝĐĂďůĞďŽdžĞƐͿ͗**

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- ] KƚŚĞƌ͗ □

*ΎΎdŽƌĞƋƵĞƐƚĐŽŶĨŝĚĞŶƚŝĂůƚƌĞĂƚŵĞŶƚŽĨĐĞƌƚĂŝŶƉŽƌƚŝŽŶƐŽĨƚŚŝƐĨŝůŝŶŐ͕ƐĞĞϭϳ&ZϮϰϬ͘ϭϳĂͲϱ;ĞͿ;ϯͿŽƌϭϳ&ZϮϰϬ͘ϭϴĂͲ*

*ϳ;ĚͿ;ϮͿ͕ĂƐĂƉƉůŝĐĂďůĞ.*

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![](_page_4_Picture_0.jpeg)

11 Broadway, Suite 700, New York, NY 10004 Tel: (212) 232-0122 Fax: (646) 218-4682

# **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Member of Sand Capital LLC

## **Opinion on the Financial Statement**

We have audited the accompanying statement of financial condition of Sand Capital LLC (the "Company") as of December 31, 2025, and 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**

This 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 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 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.

We have served as Sand Capital LLC's auditor since 2024.

New York, NY

March 25, 2026

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# Sand Capital LLC (a wholly-owned subsidiary of Related Fund Management, LLC)

# Statement of Financial Condition December 31, 2025

| Assets<br>Cash<br>Prepaid expenses and other assets                                                                            | \$<br>32,848<br>15,663        |
|--------------------------------------------------------------------------------------------------------------------------------|-------------------------------|
| Total assets                                                                                                                   | \$<br>48,511                  |
| Liabilities and Member's Equity<br>Liabilities:<br>Accounts payable and accrued expenses<br>Due to Parent<br>Total liabilities | \$<br>5,500<br>1,218<br>6,718 |
| Member's equity                                                                                                                | 41,793                        |
| Total liabilities and member's equity                                                                                          | \$<br>48,511                  |

The accompanying notes are an integral part of this financial statement.

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## Notes to Statement of Financial Condition December 31, 2025

#### 1. Nature of operations

Sand Capital LLC (the "Company") is a limited liability company formed under the laws of the state of Delaware. The Company is a wholly-owned subsidiary of Related Fund Management, LLC (the "Parent"). The Company is a broker-dealer registered with the Securities and Exchange Commission (the "SEC") and a member of the Financial Industry Regulatory Authority ("FINRA").

The primary business of the Company is to act as a broker-dealer providing financial and strategic advice on mergers and acquisitions, divestitures, restructurings, financings, capital raising and other similar transactions.

#### 2. Summary of significant accounting policies

#### Basis of presentation

This financial statement was prepared in conformity with accounting principles generally accepted in the United States of America which 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. Actual results could differ from these estimates.

#### Contract assets and liabilities

Contract assets represent the Company's right to consideration in exchange for goods or services that the Company has transferred to a customer, excluding unconditional rights to consideration that are presented as receivables. Contract liabilities represent the Company's obligation to deliver products or provide data to customers in the future for which cash has already been received.

There were no contract assets or contract liabilities as of January 1, 2025, and December 31, 2025.

#### Cash

All cash deposits are held by one financial institution. The Company has not experienced any losses in such accounts and does not believe there to be any significant credit risk with respect to these deposits.

#### Income taxes

 The Company is a single member limited liability company and is therefore treated as a disregarded entity for income tax reporting purposes. The Internal Revenue Code provides that any income or loss is passed through to the ultimate beneficial individual member for federal, and state income taxes. Accordingly, the Company has not provided for federal state and local income taxes.

In December 2023, the FASB issued ASU 2023-09 which amends the disclosure requirements for income taxes. The amendments require SEC-registered entities such as the Company to disclose specific categories in the income tax rate reconciliation, presented both as percentages and reporting currency amounts. The amended guidance is effective for the Company on January 1, 2025. The Company has evaluated the pronouncement and determined it is not applicable and has no impact on its financial statements and related disclosures because the Company has no income tax provision. This determination will be subject to ongoing re-evaluation as facts and circumstances may require. Interest and penalties assessed, if any, are recorded as income tax expense.

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# Sand Capital LLC (a wholly-owned subsidiary of Related Fund Management, LLC)

## Notes to Statement of Financial Condition December 31, 2025

#### 2. Summary of significant accounting policies (continued)

#### Credit Losses

The guidance under ASC Topic 326, Financial Instruments – Credit Losses impacts the impairment model for certain financial assets by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset. Under the guidance, the Company has the ability to determine that there are no expected credit losses in certain circumstances (e.g., based on the credit quality of the customer).

The allowance for credit losses is based on the Company's expectation of the collectability of financial instruments, including accounts receivable utilizing the CECL framework. The Company considers factors such as historical experience, credit quality, age of balances and current and future economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. The Company's expectation is that the credit risk associated with accounts receivables is not significant and accordingly, the Company has not provided an allowance for credit losses at December 31, 2025.

#### 3. Transactions with related parties

The Parent provides to the Company payroll, pension, and employee benefit administrative services for the Company's associated persons and office and administrative services for the Company to operate its business pursuant to an administrative services agreement (the "Expense Sharing Agreement"). During the year, the Parent converted \$30,000 balance of the outstanding payable into non-cash capital contributions. As of December 31, 2025, the company owed the Parent \$1,218. The Parent also pays for various expenses of the Company without seeking reimbursement.

 All transactions with related parties are settled in the normal course of business. The terms of any of these arrangements may not be the same as those that would otherwise exist or result from agreements and transactions among unrelated parties.

#### 4. Regulatory requirements

The Company is subject to SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934, which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2025, the Company had net capital of \$11,130 which exceeded the required net capital by \$6,130. The ratio of aggregate indebtedness to net capital, at December 31, 2025 was 0.60 to 1.

The Company does not hold customers' cash or securities and has no requirements under SEC Rule 15c3-3 and therefore does not claim an exemption under paragraph (k).

{8}------------------------------------------------

# Sand Capital LLC (a wholly-owned subsidiary of Related Fund Management, LLC)

## Notes to Statement of Financial Condition December 31, 2025

#### 5. Segment reporting

The Company is engaged in a single line of business as a securities broker-dealer, which is comprised of several classes of services, including financial and strategic advice on mergers and acquisitions, divestitures, restructurings, financing, capital raising and other similar transactions. The Company has identified its Chief Executive Officer as the chief operating decision maker ("CODM"), who uses net income to evaluate the results of the business, predominantly in the forecasting process, to manage the Company. Additionally, the CODM uses net capital (see Note 4), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy. The Company's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole.

#### 6. Going Concern

Accounting Standards Update 2014-15 requires that management evaluate conditions or events that might raise substantial doubt about the Company's ability to continue as a going concern. Management has evaluated the Company's conditions and has determined that unless the Company generates enough revenue or continues to be funded by its members, there is substantial doubt about the Company's ability to continue as a going concern. Capital is not a significant income producing factor but should the Company have a need for capital it will be able to rely upon its member to infuse capital to cover overhead should that become necessary.

#### 7. Subsequent events

Management of the Company has evaluated events or transactions that may have occurred subsequent to December 31, 2025 and through the date the financial statement was issued and determined that there are no material events that would require disclosure in the Company's financial statement.


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