# AUSTIN GROWTH CAPITAL, LLC X-17A-5 (2025-03-21) — Broker-dealer annual report - Company: AUSTIN GROWTH CAPITAL, LLC - Form: X-17A-5 - Filed: 2025-03-21 - Period: 2024-12-31 - Accession: 0001889903-25-000002 - CIK: 1889903 - File #: 8-70816 - Type: Broker-dealer - Material weakness: No - Auditor: Phillip V. George, PLLC - Auditor location: Celeste, TX - Contact: John C Minter - Phone: 5129708611 - Email: jcm@austingrowthcapital.com - Website: austingrowthcapital.com - Signed by: John C Minter (President) Original filing: https://www.sec.gov/Archives/edgar/data/1889903/000188990325000002/agcfye2024.pdf --- {0}------------------------------------------------ | UNITED STATES | OMBAPPROVAL
0MB Number: 3235-0123 | | |--------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------|--| | SECURITIES AND EXCHANGE COMMISSION | | | | Washington, D.C. 20549 | Expires: Nov. 30, 2026
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12 | | | ANNUAL REPORTS | SEC FILE NUMBER | | | FORM X-17A-5 | 8-70816 | | | PART Ill | | | | FACING PAGE
Information Required Pursuant to Rules 17a-S, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | FILING FOR THE PERIOD BEGINNING O 1/01/2024 | AND ENDING 12/31/2024 | | | MM/DD/YY | MM/00/YY | | | A. REGISTRANT IDENTIFICATION | | | | NAME oF FIRM: Austin Growth Capital, LLC | | | | TYPE OF REGISTRANT (check all applicable boxes): | | | ~ Broker-dealer □ Security-based swap dealer 0 Major security-based swap participant D Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) # 1221 S MoPac Expy, Suite 260 ![](_page_0_Figure_6.jpeg) # PERSON TO CONTACT WITH REGARD TO THIS FILING John C. Minter (512) 970-8611 jcm@austingrowthcapital.com (Name) (Area Code -Telephone Number) (Email Address) **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* Phillip V. George, PLLC (Name - if individual, state last, first, and middle name) 5179 CR 1026 Celeste TX 75423 (Address) (City) (State) (Zip Code) 02/24/2009 3366 (Date of Registration w ith 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 t he basis of the exemption. See 17 CFR 240.17a-5(e)(l)(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.** {1}------------------------------------------------ #### **OATH OR AFFIRMATION** I, \_Jo\_h\_n\_c\_. M\_in\_te\_r \_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_, swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to the firm of Au5tin Growth Capital, LLC as of 12/31 2 ° 24 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. | REYNA TORRES | _:-:::s.s:rs ~:=:=-_ ::-:::::_=::--=:::::::::==::::::==--✓
Title:
President | |--------------------------------------------------------------------|------------------------------------------------------------------------------------| | Notary ID #1322◄◄ 800
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I | Iii (a) tatement of financial condition. D (b) Notes to consolidated statement of financial condition. - Iii (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). - **ii** (d) Statement of cash flows. - Iii (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. - **ii (g)** Notes to consolidated financial statements. - Iii (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - **ii** (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 8 to 17 CFR 240.1Sc3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - **iii** (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - D (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. - Iii (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-l, 17 CFR 240.18a-l, or 17 CFR 240.lSa-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. - **ii** (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. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - **ii** (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. - **ii** (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - D (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. - **ii** (w) Independent publlc 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 240.1Sc3-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). D(z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - - ••ro 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 applicable. {2}------------------------------------------------ #### AUSTIN GROWTH CAPITAL, LLC AUDITED FINANCIAL STATEMENTS DECEMBER 31, 2024 {3}------------------------------------------------ #### **Contents** | Report of Independent Registered Public Accounting Firm | 1 | | |----------------------------------------------------------------|-----|--| | FINANCIAL STATEMENTS | | | | Statement of Financial Condition | 2 | | | Statement of Operations | 3 | | | Statement of Changes in Member's Equity | 4 | | | Statement of Cash Flows | 5 | | | Notes to Financial Statements | 6-9 | | | SUPPLEMENTAL INFORMATION | | | | Supplemental Information Pursuant to Rule 17a-S
Schedule I. | 10 | | | Report of Independent Registered Public Accounting Firm | 11 | | Report of Independent Registered Public Accounting Firm Exemption Report {4}------------------------------------------------ ## PHILLIP V. GEORGE, PLLC CERTIFIED PUBL IC ACCOUNTANT #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Member Austin Gro\vth Capital, LLC #### **Opinion on the Financial Statements** We have audited the accon1panying state,nent of financial condition of Austin Gro\vth Capital, LLC as of December 31, 2024, the related state,nents of operations, changes in n1e1nber's equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial state1nents"). In our opinion, the financial state,nents present fairly, in all ,naterial respects, the financial position of Austin Growth Capital, LLC as of Decen1ber 31, 2024, and the resu lts of its operations and its cash flows for the year then ended in confonnity ,vith accounting principles generally accepted in the United States of America. #### **Basis for Opinion** These financial statetnents are the responsibility of Austin Gro,vth Capital, LLC's manage,nent. Our responsibility is to express an opinion on Austin Growth Capital, LLC's financial state,nents based on our audit. We are a public accounting firn1 registered \vith the Public Co,npany Accounting Oversight Board (United States) (PCAOB) and are required to be independent ,vith respect to Austin Gro\Vlh Capital, LLC in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Con1n1ission and the PCAOB. We conducted our audit in accordance ,vith the standards of the PCAOB. Those standards require that we plan and perfom1 the audit to obtain reasonable assurance about whether the financial state1nents are free of material 1nisstate1nent, ,vhether due to error or fraud. Our audit included perfonning procedures to assess the risks of tnaterial 1nisstatement of the financial statements, whether due to error or fraud, and perfonning procedures that respond to those risks. Such procedures included exatnining, on a test basis, evidence regard ing the arnounts and disclosures in the financial stat.e,nents. Our audit also included evaluating the accounting principles used and significant esti1nates made by manage,nent, as \.vell as evaluating the overall presentation of the financial state,nents. We believe that our audit provides a reasonable basis for our op1n1on. #### **Auditor's Report on Supplemental Information** The supplemental infonnation contained in Schedule I has been subjected to audit procedures perforn1ed in conjunction with the audit of Austin Gro,vth Capital, LLC's financial state,nents. The supple,nental information is the responsibility of Austin Grov,th Capital, LLC's 1nanagement. Our audit procedures included detennining whether the supplemental infonnation reconciles to the financial statements or the underlying accounting and other records, as applicable, and perfonning procedures to test the con1pleteness and accuracy of the inforn1ation presented in the supplemental information. In forming our opinion on the supplernental inforrnation, ,ve evaluated ,vhether the supple111ental inforrn ation, including its fonn and content, is presented in confonnity with 17 C.F.R. §240. I 7a-5. In our opinion, the supple1ne11tal infonnation contained in Schedule I is fairly stated, in all material respects, in relation to the financial staternents as a \vhole. PHILLIP V. GEORGE, PLLC We have served as Austin Growth Capital, LLC's auditor since 2024. Celeste, Texas March 21, 2025 I 5179 CR I 026 CE:.LESl E. TX 75423 2 14·358·51 50 FAX 2 1 4·358-0222 PHIL@PVGE:.ORGE.COM ![](_page_4_Picture_15.jpeg) {5}------------------------------------------------ #### **Assets** **Austin Growth Capital, LLC Statement of Financial Condition December 31, 2024** #### **Liabilities and Member's Equity** | Cash | \$
190,540 | |------------------|---------------| | Other receivable | 4,000 | | Prepaid expenses | 2,212 | | Total Assets | \$
196,752 | | | | | Accounts payable | \$
571 | |---------------------------------------|---------------| | Accrued expenses | 9,590 | | Total Liabilities | 10,161 | | Member's Equity | 186,591 | | Total Liabilities and Member's Equity | \$
196,752 | ![](_page_5_Picture_6.jpeg) The accompany notes are an integral part of these financial statements. -2- {6}------------------------------------------------ ## **Austin Growth Capital, LLC Statement of Operations For the year ended December 31, 2024** #### **Revenues** | Administrative revenue | \$
100,000 | |------------------------------------|---------------| | Commission revenue | 403,280 | | Advisory revenue | 50,000 | | Consulting revenue | 138,875 | | Interest income | 8,222 | | Total Revenues | 700,377 | | Expenses | | | Professional fees | 48,472 | | Compensation and related costs | 275,771 | | Marketing and promotional expenses | 15,124 | | Occupancy and equipment | 37,656 | | Regulatory fees | 4,381 | | Other expenses | 21,929 | | Technology and communications | 15,188 | | Total expenses | 418,521 | | Net Income | \$
281,856 | | | | The accompany notes are an integral part of these financial statements. -3- {7}------------------------------------------------ **Austin Growth Capital, LLC Statement of Changes in Member's Equity For the year ended December 31, 2024** | \$
186,860 | |---------------| | 281,856 | | (282,125) | | \$
186,591 | | | The accompany notes are an integral part of these financial statements. -4- {8}------------------------------------------------ ## Statement of Cash Flows For the year ended December 31, 2024 | Cash flows from operating activities | | |-----------------------------------------------------------------------------------|---------------| | Net Income | \$
281,856 | | Adjustments to reconcile net income to net cash provided by operating activities: | | | (Increase) Decrease In operating assets | | | Accounts receivable | 50,000 | | Other receivable | (4,000) | | Increase (Decrease) in operating liabilities | | | Accounts payable | (995) | | Accrued expenses | {12,483) | | Net cash provided by operating activities | 314,378 | | Cash flows from financing activities | | | Distributions to member | (282,125) | | Net cash used In financing activities | (282,125) | | Net Increase in cash | 32,253 | | Cash at beginning of year | 158,287 | | Cash at end of year | \$
190,540 | **Supplemental disclosure of cash flow information** Cash paid during the year for: Income taxes Interest The accompany notes are an integral part of these financial statements. -5- \$ \$ {9}------------------------------------------------ ## **Note 1-Nature of Business** ## **Austin Growth Capital,** LLC **Notes to the Financial Statements December 31, 2024** Austin Growth Capital, LLC (the "Company"), was organized in June 2018 as a Texas Limited Liability Company. 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 and Securities Investor Protection Corporation. The Company is considered a Non-Covered Firm exempt from 17 C.F.R. § 240.1Sc3-3 relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5. The Company limits its business activities exclusively to engaging solely in activities permitted for capital acquisition brokers ("CAB"} as defined in FINRA' s CAB rules. The Company does not hold customer funds or securities. The Company's CAB activities consist primarily of providing merger and acquisition services and private placements of securities for companies in Texas. #### **Note 2** - **Significant Accounting Policies** #### Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. #### Current Expected Credit Losses The Company accounts for estimated credit losses on financial assets measured at an amortized cost basis and certain off-balance sheet credit exposures in accordance with FASS ASC 326-20, Financial Instruments - Credit Losses. FASS ASC 326-20 requires the Company to estimate expected credit losses over the life of its financial assets and certain off-balance sheet exposures as of the reporting date based on relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company records the estimate of expected credit losses as an allowance for credit losses. For financial assets measured at an amortized cost basis the allowance for credit losses is reported as a valuation account on the balance sheet that adjusts the asset's amortized cost basis. Changes in the allowance for credit losses are reported in Credit Loss expense. There were no credit losses for the year ending December 31, 2024. -6- {10}------------------------------------------------ ## **Austin Growth Capital, LLC Notes to the Financial Statements December 31, 2024** #### **Note 2 - Significant Accounting Policies (continued)** #### 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 advisory, administrate fee, commission and consulting revenue. 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. #### Revenue Recognition Significant Judgments - Revenue from contracts with customers includes advisory revenue, administrative fees, commission revenue, and consulting revenue. 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 Revenue - Advisory revenue fees originate from the execution of an engagement letter with a client to provide resources to assist the client in preparing information needed in order to raise capital or sell their company. The execution of an engagement letter by a client creates the performance obligation to assist the client by providing transaction advisory services. General activities and tasks included within the Company's promise to provide these monthly services include preparing presentations, confidential information memorandums, financial analysis and modeling, and a competitive market analysis. Non-refundable advisory fees are billed and recognized monthly as these activities are performed. Administrative Fee Revenue - The Company receives an annual fee from one customer totaling \$100,000 (the "Annual Fee") related to providing administrative services. The Annual Fee is earned on a monthly basis, prorated daily, and payable in equal installments on a monthly basis at the end of the month in which the related services were provided. Services include communicating with investors and other services on an as-needed basis. -7- {11}------------------------------------------------ ## **Austin Growth Capital, LLC Notes to the Financial Statements December 31, 2024** #### **Note 2** - **Significant Accounting Policies (continued)** Commission Revenue - Each time a customer enters into a buy or sell transaction, the Company charges a commission charged as a percent of the sale price of the asset or dollars invested. The performance obligation is defined as a successfully completed investment or sale, and commission revenues are recognized monthly as customers fund their investment or upon the completion of a sale of a company or interests in a company. Consulting Revenue - The Company earns consulting revenue by providing advisory services on mergers and acquisitions as well as analysis of private investments. Revenue is recognized as the services are completed, as the Company believes the performance obligation has been satisfied and because the customer has received and consumed the benefits provided by the Company. #### 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 individual tax return of its member; therefore, federal income taxes are not payable by or provide for the Company. The Company is subject to the Texas margin tax which is a state income tax. #### **Note 3** - **Net capital Requirements** The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 1Sc3-l), 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. Rule 15c3-1 also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. At December 31, 2024, the Company had net capital of \$180,379, which was \$175,379 in excess of its required net capital of \$5,000. The Company' s net capital ratio was .06 to 1. #### **Note 4** - **Concentration of Credit Risk** At various times during the year the Company maintains cash balances at one national bank in excess of federally insured amounts. Cash balances fluctuate on a daily basis. At December 31, 2024, there was no uninsured balance. #### **Note S** - **Contingencies** There are currently no asserted claims or legal proceedings against the Company, however, the nature of the Company's business subjects it to various claims, regulatory examinations, and other proceedings in the ordinary course of business. The ultimate outcome of any such action against the Company could have an adverse impact on the financial condition, results of operations, or cash flows of the Company. -8- {12}------------------------------------------------ ## **Austin Growth Capital, LLC Notes to the Financial Statements December 31, 2024** #### **Note 6 - Concentration of Revenue** During the year ended December 31, 2024, the Company had three customers with revenue representing more than 10% of the Company's total revenue as listed below. | Customer A | 36% | |------------|-----| | Customer 8 | 14% | | Customer C | 14% | #### **Note 7 - Office Lease** The Company moved to a new office with a lease commencing on March 1, 2024. The lease is for a 12-month term and automatically renews unless canceled by either party. The lease has renewed through February 2026. The office lease is a sub lease from a customer of the Company. Rent under the lease is \$1,680 per month. Total rent paid under the current and prior office lease totaled \$35,425 for the year ended December 31, 2024, and is included in occupancy and equipment in the accompanying statement of operations. The Company has elected to apply the short-term lease exception under FASB Topic 842, Leases to all leases with a term of one year or less. #### **Note 8 - Subsequent Events** Management has evaluated the Company's events and transactions that occurred subsequent to December 31, 2024, through March 21, 2025, the date which the financial statements were available to be issued. There have been no material subsequent events that occurred during such period that would require disclosure in this report or would be required to be recognized in the financial statements as of December 31, 2024. -9- {13}------------------------------------------------ #### **Schedule** I **Austin Growth Capital, LLC Supplemental Information Pursuant to Rule 17a-5 For the year ended December 31, 2024** #### **Computation of Net Capital** Net capital in excess of minimum requirement | Total member's equity qualified for net capital | \$
186,591 | |---------------------------------------------------------------------------------------|---------------| | Deductions and/or charges | | | Non-allowable assets: | | | Other receivable | (4,000) | | Prepaid expenses | (2,212) | | Total deductions and/or charges | (6,212) | | Net Capital | \$
180,379 | | Aggregate Indebtedness | | | Accounts payable | \$
571 | | Accrued expenses | 9,590 | | Total aggregate indebtedness | \$
10,161 | | Computation of basic net capital requirement | | | Minimum net capital required (greater of \$5,000 or 6 2/3% of aggregate indebtedness) | \$
5,000 | Ratio of aggregate indebtedness to net capital #### **Reconciliation of Net Capital** There are no material differences between the preceding computation and the Company's corresponding unaudited Amended Part IIA of Form X-17A-5 as of December 31, 2024. ### **Statement regarding the Exemption from Reserve Requirements and Possession and Control Requirements** \$ 175,379 5.63% 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. § 240.17a-5. The Company limits its business activities exclusively to engaging solely in activities permitted for capital acquisition brokers ("CAB") as defined in FINRA's CAB rules. Under these provisions, the Computation for Determination of Reserve Requirements and Information Relating to the Possession and Control Requirements are not required. The accompany notes are an integral part of these financial statements. -10- {14}------------------------------------------------ ## **PHILLIP V. GEORGE, PLLC** C ERTIFIED P UBLIC ACCOUNTANT ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** #### To the Member Austin Growth Capital, LLC We have reviewed n1anagement's statements, included in the accon1panying Rule 15c3-3 Exemption Report pursuant to SEC Rule l 7a-5, in which (l) Austin Growth Capital, LLC (the Co1npany) did not clain1 an exen1ption under paragraph (k) of 17 C.F.R. §240.1 5c3-3, and (2) the Company is filing this Exen1ption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amend1nents to 17 C.F.R. § 240. I 7a-5 because the Company limits its business activities exclusively to engaging solely in activities pe1mitted for capital acquisition brokers ("CAB") as defined in FINRA's CAB rules and approved for membership in FINRA as a CAB. 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 pron1ptly transmitted in compliance with paragraph (a) or (b)(2) of Rule l 5c2-4 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 l 5c3-3) tlrroughout the most recent fiscal year without exception. Austin Gro~rth Capital, LLC's 1nanagen1ent is responsible for compliance with the provisions conte1nplated by Footnote 74 of SEC Release No. 34-70073 adopting amendrnents to 17 C.F.R. *§* 240. l 7a-5 and related SEC Staff Frequently Asked Questions and its staten1ents. 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 Austin Growth Capital, LLC' s compliance \>Jith the exemption provisions. A review is substantially less in scope than an exan1ination, the objective of which is the expression of an opinion on n1anagement's staten1ents. Accordingly, we do not express such an opinion. Based on our review, \,Ve are not aware of any material 1nodifications 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 an1endments to 17 C.F.R. *§* 240. l 7a-5, and related SEC Staff Frequently Ask~~uestions. PHILLIP V. GEORGE, PLLC Celeste, Texas March 21, 2025 11 5179 CR I 026 CFLESTE. TX 75423 214-358-5 I 50 FAX 2 l 4-358-0222 PlllU~PVGCORGC.COM ![](_page_14_Picture_12.jpeg) {15}------------------------------------------------ #### **Austin Growth Capital's Exemption Report** **Austin Growth 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-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)(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. l 7a-5 because the Company limits its business activities exclusively to: (1) engaging solely in activities permitted for capital acquisition brokers ("CAB") as defined in FINRA's CAB rules and approved for membership in FINRA as a CAB, and (2) real estate related commission fees. Further, 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. I, John Minter, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. **By:** **John Minter, President** **Date: December 31, 2024** Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.