# VISTIA CAPITAL, LLC X-17A-5 (2025-09-22) — Broker-dealer annual report - Company: VISTIA CAPITAL, LLC - Form: X-17A-5 - Filed: 2025-09-22 - Period: 2025-06-30 - Accession: 0001837302-25-000003 - CIK: 1837302 - File #: 8-70643 - Type: Broker-dealer - Material weakness: No - Auditor: Phillip V. George, PLLC - Auditor location: Celeste, TX - Contact: Susan Hayes - Phone: 609-642-6593 - Signed by: Susan Hayes (Chief Financial Officer & FinOp) Original filing: https://www.sec.gov/Archives/edgar/data/1837302/000183730225000003/auditvistia2025.pdf --- {0}------------------------------------------------ #### UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: Expires: Estimated average burden hours per response: SEC FILE NUMBER ## ANNUAL REPORTS FORM X-17A-5 PART III | | FOR OFFICIAL USE ONLY | | | | |-------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|-----------------|--------------------------------------------|--| | (Date of Registration with PCAOB)(if applicable) | _____________________________________________________________________________________ | | (PCAOB Registration Number, if applicable) | | | | | | | | | (Address) | _____________________________________________________________________________________
(City) | (State) | (Zip Code) | | | | _____________________________________________________________________________________
(Name – if individual, state last, first, and middle name) | | | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | B.
ACCOUNTANT IDENTIFICATION | | | | | (Name) | (Area Code – Telephone Number) | (Email Address) | | | | | _____________________________________________________________________________________ | | | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | (City) | (State) | | (Zip Code) | | | | _____________________________________________________________________________________ | | | | | | _____________________________________________________________________________________
(No. and Street) | | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | | Check here if respondent is also an OTC derivatives dealer | | | | | | TYPE OF REGISTRANT (check all applicable boxes):
Broker-dealer | Security-based swap dealer | | Major security-based swap participant | | | | NAME OF FIRM: _______________________________________________________________________ | | | | | | A.
REGISTRANT IDENTIFICATION | | | | | | MM/DD/YY | | MM/DD/YY | | | | FILING FOR THE PERIOD BEGINNING _____________________ AND ENDING ______________________ | | | | | | FACING PAGE
Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | | | PART III | | | | | | | | | | | | ANNUAL REPORTS | | | | | | Washington, D.C. 20549 | Expires: | Estimated average burden | | | UNITED STATES
SECURITIES AND EXCHANGE COMMISSION | | | OMB APPROVAL
OMB Number: | | | | | | | | 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, \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, as of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 2\_\_\_\_\_, 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. (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Notary Public #### This filing\*\* contains (check all applicable boxes): - (a) Statement of financial condition. - (b) Notes to consolidated statement of financial condition. - 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. - (f) Statement of changes in liabilities subordinated to claims of creditors. - (g) Notes to consolidated financial statements. - - - - (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. (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. - (l) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3. - - (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR - (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. 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. (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. CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. 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-5 or 17 CFR 240.18a-7, as applicable. (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, \*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7(d)(2), as - (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - - - - (t) Independent public accountant's report based on an examination of the statement of financial condition. - (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 - (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 - - as applicable. - (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: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ - applicable. {2}------------------------------------------------ VISTIA CAPITAL, LLC Financial Statements and Reports of Independent Registered Public Accounting Firm Pursuant to Rule 17a-5 June 30, 2025 {3}------------------------------------------------ ## Vistia Capital, LLC | Page(s)
1 | |--------------| | | | | | | | | | | | | | | | | | | | | | 2 | | 3 | | 4 | | 5 | | 6 - 10 | | 11 | | | | 12 | | | | 13 | | | | 14 | | 15 | | 16 | | 17 | | | {4}------------------------------------------------ ![](_page_4_Picture_14.jpeg) {5}------------------------------------------------ Vistia Capital, LLC Statement of Financial Condition June 30, 2025 | Statement of Financial Condition | | | | | |------------------------------------------------------------------------|----|---------|--|--| | June 30, 2025 | | | | | | | | | | | | ASSETS | | | | | | Cash | \$ | 218,358 | | | | Accounts receivable | | 16,500 | | | | Prepaid expenses | | 126,286 | | | | Property and equipment, net of accumulated
depreciation of \$18,722 | | 27,583 | | | | Total Assets | \$ | 388,727 | | | | | | | | | | | | | | | | LIABILITIES AND MEMBER'S EQUITY | | | | | | LIABILITIES | | | | | | Accounts payable and accrued expenses | \$ | 183,104 | | | | Payable to Parent | | 3,808 | | | | Total Liabilities | | 186,912 | | | | MEMBER'S EQUITY | | 201,815 | | | | Total Liabilities and Member's Equity | \$ | 388,727 | | | | | | | | | {6}------------------------------------------------ Vistia Capital, LLC Statement of Operations For the Year Ended June 30, 2025 | Statement of Operations | | | | |------------------------------------------|-----------------|--|--| | For the Year Ended June 30, 2025 | | | | | | | | | | Revenues | | | | | Private placement commissions | \$
8,272,852 | | | | Other revenue | 548,179 | | | | Realized gain on securities owned | 4,218 | | | | Unrealized loss on securities owned | (8,103) | | | | Interest | 15,990 | | | | Total revenues | 8,833,136 | | | | Expenses | | | | | Compensation and related expenses | 3,229,521 | | | | Commissions paid to other broker-dealers | 697,646 | | | | Marketing and promotion | 84,445 | | | | Occupancy and equipment | 91,207 | | | | Overhead allocation from Parent | 56,400 | | | | Professional fees | 223,694 | | | | Regulatory fees | 144,788 | | | | Technology and communications | 251,221 | | | | Travel and entertainment | 61,063 | | | | Other expenses | 22,588 | | | | Total expenses | 4,862,573 | | | | | | | | | Net income | \$
3,970,563 | | | {7}------------------------------------------------ Vistia Capital, LLC Statement of Changes in Member's Equity For the Year Ended June 30, 2025 | Statement of Changes in Member's Equity
For the Year Ended June 30, 2025 | |-----------------------------------------------------------------------------| | Balance, June 30, 2024 | | Net income | | Capital contributions from member
Distributions to member | {8}------------------------------------------------ Vistia Capital, LLC Statement of Cash Flows For the Year Ended June 30, 2025 | Statement of Cash Flows | | |--------------------------------------------------------------------------------------|-----------------| | For the Year Ended June 30, 2025 | | | Cash Flows from Operating Activities | | | Net income | \$
3,970,563 | | Adjustments to reconcile net income to net cash
provided by operating activities: | | | Depreciation | 10,374 | | Loss on disposal of property and equipment | 754 | | Change in operating assets and liabilities: | | | Decrease in accounts receivable | 10,977 | | Decrease in prepaid expenses | 11,296 | | Decrease in security deposit | 3,000 | | Increase in accounts payable and accrued expenses | 93,665 | | Decrease in payable to parent | (254,095) | | Net cash provided by operating activities | 3,846,534 | | Cash Flows from Investing Activities | | | Proceeds from the redemption and sale of securities owned | 279,153 | | Purchase of property and equipment | (12,567) | | Net cash provided by investing activities | 266,586 | | Cash Flows from Financing Activities | | | Capital contributions from member | 614,303 | | Distributions to member | (5,156,000) | | Net cash used in financing activities | (4,541,697) | | Net decrease in Cash and Cash Equivalents | (428,577) | | Cash and Cash Equivalents, Beginning of Year | 646,935 | | Cash, End of Year | \$
218,358 | #### Supplemental Disclosures of Cash Flow Information: There was no cash paid during the year for interest or income taxes. {9}------------------------------------------------ ## NOTE 1. ORGANIZATION AND NATURE OF BUSINESS Vistia Capital, LLC (the Company) was organized in July 2020, as a limited liability company in accordance with the laws of the State of Delaware. The Company is a wholly-owned subsidiary of GM417 Holdings, Inc. (Member or Parent), a Delaware corporation. The Company is registered as a broker-dealer with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA) and Securities Investor Protection Corporation (SIPC). \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ The Company's operations consist primarily of the distribution of securities in private placement offerings on a best-efforts basis acting as the managing broker-dealer and/or selling group member. The Company's customers are primarily individuals located throughout the United States. The Company is considered a Non-Covered Firm exempt from 17 C.F.R. § 240.15c3-3 relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.l 7a-5. The Company limits its business activities exclusively to participating in distributions of securities (other than firm commitment underwritings) and supplemental services to its private placement customers in accordance with the requirements of paragraphs (a) or (b)(2) of Rule 15c2-4. ## NOTE 2. SIGNIFICANT ACCOUNTING POLICIES ## Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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 the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. #### Segment Reporting The Company is engaged in a single line of business as a securities broker-dealer, which consists primarily of the distribution of securities in private placement offerings on a best-efforts basis acting as the managing broker-dealer and/or selling group member. The Company has identified its President 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 excess net capital, which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay distributions. 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. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. Segment financial information is identical to that presented in the accompanying financial statements. {10}------------------------------------------------ ## Vistia Capital, LLC Notes to Financial Statements For the Year Ended June 30, 2025 #### Cash and Cash Equivalents The Company considers all liquid investments with a maturity of three months or less to be cash equivalents. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ #### Revenue Recognition #### Significant Judgments Revenue from contracts includes private placement commissions and other revenue. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether the 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; and whether constraints on variable consideration should be applied due to uncertain future events. #### Private Placement Commissions The Company participates in the distribution of securities in private placement offerings on a bestefforts basis. Each time a customer enters into a buy transaction, the Company charges a commission. Commissions are recognized on the trade date. The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying private placement interest is identified, the pricing is agreed upon and the risks and rewards of ownership have been transferred to the customer. #### Other Revenue Other revenue includes engagement and advisory fees, referral fees, revenue from providing tax document management, revenue from companies who sponsor the Company's annual sales meeting, and reimbursement of expenses. The Company may charge customers an engagement fee for private placement offerings. The Company may also charge customers an advisory fee for the purpose of identifying acquisition and/or investment opportunities, preparing and reviewing documents and performing other due diligence requested by the customer. The Company believes the performance obligation is satisfied over time because the customer is receiving and consuming the benefits as they are provided by the Company. The Company earned \$20,000 in engagement and advisory fees for the year ended June 30, 2025. The Company earns referral fees when it refers potential investors to other broker-dealers, resulting in those investors participating in successful transactions by those broker-dealers. Referral fee revenue was \$182,500 for the year ended June 30, 2025 and is recognized when the related transactions close. {11}------------------------------------------------ The Company receives revenue from customers for tax document management for their investors, marketing fees, and fees for customer sponsorship at Company marketing events. The Company recognizes this revenue as the services are performed, usually at a fixed point in time. Revenue from these services was \$310,000 for the year ended June 30, 2025. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Reimbursed expenses typically include costs incurred by the Company on behalf of others. These expenses are included in revenue because the Company is considered the principal in these transactions, as it controls the goods or services before they are transferred to the customers. The Company recognizes reimbursements as the related expenses are incurred. Reimbursed expenses totaled \$35,679 for the year ended June 30, 2025. and state corporate tax returns of its Parent; therefore, federal and state income taxes are not #### Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives, using the straight-line method. The estimated useful lives on property and equipment range from two to seven years. #### Income Taxes The Company is a single member limited liability company and is treated as a disregarded entity for federal income tax purposes. The Company's taxable income or loss is included in the federal payable by or provided for by the Company. #### Leases The Company leases office space. The determination of whether an arrangement is a lease is made at the lease's inception. Under ASC 842, a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed. The Company did not record an operating lease right-of-use (ROU) asset and operating lease liability related to the office lease in the statement of financial condition as the amounts are immaterial. The Company has elected to apply the short-term lease exception to all leases with a term of one year or less. #### NOTE 3. RELATED PARTY TRANSACTIONS The Company and its Parent are under common control. The existence of that control creates operating results and financial position significantly different than if the Companies were autonomous. Transactions between the Company and the Parent were not consummated on terms equivalent to arm's length transactions. {12}------------------------------------------------ The Company and its Parent entered into an Office and Administrative Services Agreement (OASA or Agreement) effective March 22, 2021. The Agreement was for an initial one-year term and was automatically renewable unless canceled by either Party. Under the terms of the OASA, the Parent provided the Company with insurance, office expenses, technology and professional fees. The Agreement required the Company to pay an incremental allocation services fee of \$9,400 per month. Fees under the Agreement totaled \$56,400 for the year ended June 30, 2025. The Company has assumed full responsibility for any expenses previously covered by the OASA, and the Agreement was terminated as of December 31, 2024. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ The Company has \$3,808 payable to the Parent at June 30, 2025, to reimburse the Parent for an expense it paid on the Company's behalf. ## NOTE 4. LEASES On March 1, 2021, the Company accepted assignment of a commercial lease agreement between The Move, LLC and its Parent, which expired on August 31, 2024. The Company is renting the same space on a month-to-month basis through November 30, 2025. Rent expense for the year ended June 30, 2025 was \$91,207. Future minimum rent liabilities are \$34,490 through November 30, 2025. ## NOTE 5. NET CAPITAL REQUIREMENTS The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-1), 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 June 30, 2025 the Company had net capital of \$31,446 which was \$18,985 in excess of its minimum required net capital of \$12,461. The Company's net capital ratio was 5.94 to 1. ## NOTE 6. CONCENTRATION OF CREDIT RISK At various times during the year the Company maintained cash balances at one national bank in excess of federally insured amounts. Cash balances fluctuate on a daily basis. At June 30, 2025 cash balances did not exceed federally insured limits. ## NOTE 7. CONTINGENCIES The Company's business subjects it to various claims, regulatory examinations, and other proceedings in the ordinary course of business. The Company currently has one arbitration claim filed against it. The nature of this claim is related to the Company's activities in the securities industry. The arbitration claim seeks damages of approximately \$300,000. No evaluation of the likelihood of an outcome or reasonable estimate of range or potential loss can be made by legal counsel on this claim. The Company intends to vigorously defend itself against this action; however, the ultimate outcome of this and any other actions against the Company could have an adverse impact on the financial condition, results of operations, or cash flows of the Company. {13}------------------------------------------------ ## Vistia Capital, LLC Notes to Financial Statements For the Year Ended June 30, 2025 #### NOTE 8. SUBSEQUENT EVENTS Management has evaluated the Company's events and transactions that occurred subsequent to June 30, 2025, through September 2 , 2025, the date the financial statements were available for issuance. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ The Company signed a long-term commercial lease agreement for new space on August 4, 2025 for a term of 90 months, commencing on December 1, 2025 and expiring on May 31, 2033. Future minimum annual lease payments are: Year ending June 30, 2026 26,887 \$ 2027 60,697 2028 83,288 2029 85,784 2030 88,353 2031 91,021 2032 93,730 2033 88,277 Future minimum lease payments 618,037 Less: Imputed Interest (167,255) Total lease liabilities 450,782 \$ {14}------------------------------------------------ Supplemental Information {15}------------------------------------------------ ## Supplemental Schedule I Vistia Capital, LLC Computation of Net Capital Under Rule 15c3-1 of the Securities and Exchange Commission As of June 30, 2025 | Supplemental Schedule I | | | |---------------------------------------------------------------------|----|-----------| | Computation of Net Capital Under Rule 15c3-1 of the | | | | Securities and Exchange Commission
As of June 30, 2025 | | | | | | | | COMPUTATION OF NET CAPITAL | | | | Total member's equity
Less non-allowable assets: | \$ | 201,815 | | Accounts receivable | | 16,500 | | Prepaid expenses | | 126,286 | | Property and equipment, net | | 27,583 | | Net capital | \$ | 31,446 | | Aggregate Indebtedness | | | | Accounts payable and accrued expenses | \$ | 183,104 | | Payable to Parent | | 3,808 | | Total aggregate indebtedness | \$ | 186,912 | | Computation of Basic Net Capital Requirement | | | | Minimum net capital required (greater of \$5,000 or 6-2/3% of total | | | | aggregate indebtedness) | \$ | 12,461 | | Excess net capital | \$ | 18,985 | | Ratio of aggregate indebtedness to net capital | | 5.94 to 1 | | | | | ## Reconciliation of Computation of Net Capital There are no material differences between the computation above and the computation included in the Company's corresponding unaudited June 30, 2025 FOCUS Report, Part IIA, Form X-17a-5, as amended. Accordingly, no reconciliation is necessary. {16}------------------------------------------------ # Vistia Capital, LLC Supplemental Schedule II Computation for Determination of Reserve Requirements Under Rule 15c3-3 of the Securities and Exchange Commission As of June 30, 2025 The Company does not claim exemption under Securities and Exchange Commission Rule 15c3- 3 and relies on Footnote 74 of SEC Release 34-70073 adopting amendments to 17 C.F.R.§240.17a-5. The Company carries no accounts, does not hold funds or securities for, or owe money or securities to, customers. Accordingly, the Computation for Determination of Reserve Requirements is not required. {17}------------------------------------------------ ## Vistia Capital, LLC Supplemental Schedule III Information Relating to Possession and Control Requirements Under Rule 15c3-3 of the Securities and Exchange Commission As of June 30, 2025 The Company does not claim exemption under Securities and Exchange Commission Rule 15c3- 3 and relies on Footnote 74 of SEC Release 34-70073 adopting amendments to 17 C.F.R.§240.17a-5. The Company carries no accounts, does not hold funds or securities for, or owe money or securities to, customers. Accordingly, Information Relating to Possession and Control Requirements is not required. {18}------------------------------------------------ Exemption Certification {19}------------------------------------------------ ![](_page_19_Picture_10.jpeg) {20}------------------------------------------------ ![](_page_20_Picture_0.jpeg) #### EXEMPTION REPORT Vistia Capital, 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-S, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. § 240.17a-S(d)(l) and (4). To the best of its knowledge and belief, the Company states the following: (1) The Company does 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 transaction-based compensation as placement agent for the private placement of securities, and the Company (1) 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); (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. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Vistia Capital, LLC I, Susan Hayes, swear (or affirm) that, to my best knowledge and belief, this Chief Financial Officer & FinOp Exemption Report is true and correct. Sign:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_Date:\_\_ \_\_\_\_\_\_\_\_\_\_ Susan Hayes SEC Filing #8-70643 FINRA CRD #311342 {21}------------------------------------------------ ![](_page_21_Picture_10.jpeg) Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.