# OPEN LANE CAPITAL ADVISORS, LLC X-17A-5 (2025-02-14) — Broker-dealer annual report - Company: OPEN LANE CAPITAL ADVISORS, LLC - Form: X-17A-5 - Filed: 2025-02-14 - Period: 2024-12-31 - Accession: 0002002881-25-000002 - CIK: 2002881 - File #: 8-71193 - Type: Broker-dealer - Material weakness: No - Auditor: Phillip V. George, PLLC - Auditor location: Celeste, TX - Contact: Michael Rapkoch - Phone: 817-368-0952 - Email: michael@openlanecapital.com - Website: openlanecapital.com - Signed by: Michael Rapkoch (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/2002881/000200288125000002/2024auditolca-.pdf --- {0}------------------------------------------------ | (City)
PERSON TO CONTACT WITH REGARD TO THIS FILING
Michael Rapkoch
(Name) | (State)
817-368-0952
(Area Code -
Telephone Number)
B. ACCOUNTANT IDENTIFICATION | | (rip Code)
michael@openlanecapital.com
(Email Address) | | |--------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|------------------------------------------------------|--------------------------------------------------------------|--| | | | | | | | | | | | | | | | | | | | | | | | | | Dallas | TX | | 75254 | | | | (No.and
Street) | | | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)
7170 Briar Cove Dr. | | | | | | CX Broker-dealer
Check here if respondent is also an OTC derivatives dealer | Security-based swap dealer | | Major security-based swap participant | | | TYPE OF REGISTRANT (check all applicable boxes): | | | | | | NAME OF FIRM: | Open Lane Capital Advisors, LLC | | | | | | A.
REGISTRANT IDENTIFICATION | | | | | | MM/DD/YY | | MM/DO/YY | | | FILING FOR THE PERIOD BEGINNING | 09/05/2024 | AND ENDING | 12/31/2024 | | | Information Required Pursuant to Rules 17a-S, | FACING PAGE
17a-12,and | | 18a-7 under the Securities Exchange Act of 1934 | | | | | | | | | | PART III | | | | | ANNUAL REPORTS
X-17A-5
FORM | | SIC HU NUMBER
8-71193 | | | | | | | hours per response: 12 | | | SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C.
20549 | | Expires:Nov.
30. 2026
Estimated average border | | | | | UNITED
STATES | | OMB APPROVAL
OMB Number:323S-0123 | | Persons who are to respond to the collection of informationcontainedIn this form are notrequired to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ #### OATH OR AFFIRMATION ## **i** **Michael Rapkoch , swear (or affirm) that, to the best of my knowledge and belief, the Open Lane Capital Advisors, LLC , as 0f 2024 . is true and correct. I further swear (or affirm) that neither the company nor any financial report pertaining to the firm of December 31** **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.** **CHASITY ARCHIE** .£/ My Notary ID *\** 134853474 *J* **Notary Public** ExpiresApril 25, 2)28 **Title- Chief Executive Officer** This filing\*\* contains (check all applicable boxes): - X (a) Statement of financial condition. - (b) Notes to consolidated statement of financial condition, - X (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). - X (d) Statement of cash flows. - X (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - (f) Statement of changes in liabilities subordinated to claims of creditors. - X (g) Notes to consolidated financial statements. - X (h) Computation of net capital under 17 CFR 240 15c3-lor 17 CFR 240.18a-l, as applicable. - (!) Computation of tangible net worth under 17 CFR 240.lSa-2. - **X (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. - (I) Computation for Determination of PAB Requirements under Exhibit A to § 240 15c3-3. - X (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 **240.1SC3** 3(p)(2) or **17** CFR 240.18a 4. as applicable. - X (o) Reconciliations,including appropriate explanations,ofthe FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-l,17 CFR 240.18a-l, or 17CFR 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. - C (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - K (q) Oath or affirmation in accordance with 17 CFR 240.17a-S,17 CFR 240.17a-12,or 17 CFR 240.18a-7, as applicable. C (r) Compliance report in accordance with 17 CFR 240.17a-ior 17 CFR 240.18a-7,as applicable. - - **X** (s) Exemption report in accordance with17 CFR 240.17a-S or 17 CFR 240.18a-7, as applicable. - C (t) Independent public accountant's report based on an esamlnation of the statement of financial condition. - X (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 240.173-12, as applicable. - (v) Independent public accountant's report based on an eiamination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7. as applicable. - X (w) Independent public accountant's report based on a re/iew of the exemption report under 17 CFR 240.17a-S or 17 CFR 240.18a-7,as applicable. - Z (x) Supplemental reports on applying agreed-upon procedures,in accordance with 17 CFR 240.15c3-le or 17 CFR 240.17a-12, as applicable. - Z (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 17CFR 240.17a-12(k). - C (z) Other: \*\*Tc *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}------------------------------------------------ ## OPEN LANE CAPITAL ADVISORS,LLC #### FINANCIAL STATEMENTS DECEMBER 31, 2024 {3}------------------------------------------------ ## C O N T E N T S | Report of Independent Registered Public Accounting
Firm | 2 | |------------------------------------------------------------|--------| | Statement of Financial Condition | 3 | | Statement of Operations. | 4 | | Statement of Changes in Member's
Equity | 5 | | Statement of Cash Flows | . 6 | | Notes to
Financial Statements. | .7 - 9 | | I
Schedule | 10 | | Report of Independent
Registered Public Accounting Firm | 11 | | Exemption Report | 12 | Page {4}------------------------------------------------ #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM #### Member Open Lane Capital Advisors, LLC #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Open Lane Capital Advisors, LLC as of December 31, 2024, the related statements of operations, changes in member's equity, and cash flows for the period September 5, 2024 (date of SEC registration) to December 31, 2024, and the related notes (collectively referred to asthe "financial statements"). In our opinion, the financialstatements present fairly, in all material respects, the financial position of Open Lane Capital Advisors, LLC as of December 31, 2024, and the results of its operations and its cash flowsfor the period 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 Open Lane Capital Advisors, LLC's management. Our responsibility is to express an opinion on Open Lane Capital Advisors, 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 Open Lane Capital Advisors, 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 supplemental information contained in Schedule I has been subjected to audit procedures performed in conjunction with the audit of Open Lane Capital Advisors, LLC's financial statements. The supplemental information is the responsibility of Open Lane Capital Advisors, LLC's management. Our audit procedures included detenuining 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 infonnation presented in the supplemental infonuation. 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 supplemental information contained in Schedule I is fairly stated, in all material respects, in relation to the financial statements as a whole. PHILLIP V. GEORGE, PLLC We have served as Open Lane Capital Advisors, LLC's auditor since 2024. Celeste, Texas January 24, 2025 ![](_page_4_Picture_16.jpeg) {5}------------------------------------------------ #### **OPEN LANE CAPITAL ADVISORS, LLC STATEMENT OF FINANCIAL COTCITION DECEMBER 31, 2024** | ASSETS | | |----------------------------------------------------------------------|--------------------------| | Cash
Prepaid expenses | \$
35,868
6,965 | | TOTAL ASSETS | \$
42,833 | | LIABILITIES AFC MEMBER S
EQUITY | | | Accounts payable
Payable to related
party
Payable to member | \$
56
525
5,030 | | TOTAL LIABILITIES | 5,611 | | MEMBER'S
EQUITY | 37,222 | | TOTAL LIABILITIES AND MEMBER'S
EQUITY | \$
42,833 | {6}------------------------------------------------ ## **OPEN LANCE CAPITAL ADVISORS, LLC STATEMENT OF OPERATIONS FOR THE PERIOD OF SEPTEMBER 5, 2024 THROUGH DECEMBER 31, 2024** | REVENUES | | |-------------------------------------------------------|---------------| | TOTAL REVENUES | \$ | | EXPENSES | | | Office and administrative services -
related party | 700 | | Professional fees | 7,725 | | Occupancy and equipment | 333 | | Regulatory fees and expenses | 618 | | Other expenses | 35 | | TOTAL EXPENSES | 9,411 | | NET LOSS | (9,411)
\$ | {7}------------------------------------------------ #### **OPEN LANE CAPITAL ADVISORS, LLC STATEMENT OF CHANGES INMEMBER S EQUITY FOR THE PERIOD OF SEPTEMBER 5, 2024 THROUGH DECEMBER 31, 2024** | Balance,September
4,
2024 | \$
46,633 | |----------------------------------|--------------| | Net loss | (9,411) | | Balance,
December 31,
2024 | \$
37,222 | {8}------------------------------------------------ ## **OPEN LAME CAPITAL ADVISORS, LLC STATEMENT OF CASH FLOWS FOR THE PERIOD OF SEPTEMBER 5, 2024 THROUGH DECEMBER 31, 2024** | CASH FLOWS FROM OPERATING ACTIVITIES | | |--------------------------------------------------------------------------------|---------------| | Net loss | \$
(9,411) | | Adjustments to reconcile net loss to net cash
used in operating activities: | | | Changes in operating assets and liabilities | | | Increase in prepaid expenses | (6,104) | | | (722) | | Decrease in accounts payable | | | Increase in payable to related party | 525 | | Increase in payable to member | 5,030 | | Net cash used in operating activities | (10,682) | | NET DECREASE IN CASH | (10,682) | | CASH AT BEGINNING OF PERIOD | 46,550 | | CASH AT END OF PERIOD | \$
35,868 | | | | #### **Supplemental Disclosures of Cash How Information:** There was no cash paid during the period for interest or income taxes. {9}------------------------------------------------ ## **OPEN LANE CAPITAL ADVISORS, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024** #### NOTEA NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business - Open Lane Capital Advisors, LLC (Company), a Texas limited liability company, was formed in September 2023. On September 5, 2024, the Financial Industry Regulatory Authority,Inc. (FINRA) approved the Company's application to act as a brokerdealer registered with the Securities and Exchange Commission (SEC). The Company is registered as a broker-dealer with the SEC and is a member of FINRA and Securities Investor Protection Corporation (SIPC). The Company is considered 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 in merger and acquisition services. The Company's activities consist primarily in providing merger and acquisition services to owners of professional sports teams looking to sell equity interests in a private transaction to high-net worth individuals. The Company's customers are located throughout the United States. ## 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. Segment Reporting - The Company operates as a single operating segment. The chief operating decision maker (CODM) evaluates the Company's financial performance and allocates resources on an entity-wide basis, and the Company does not manage its operations or allocate resources based on differences in products, services, or geographic regions. As such, the Company has determined that it has one reportable segment in accordance with ASC 280,*Segment Reporting.* 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. {10}------------------------------------------------ ## **OPEN LANE CAPITAL ADVISORS, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024** #### NOTEA NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue Recognition - Revenue from contracts with customers includes advisory services on mergers and acquisitions (M&A). 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; and whether constraints on variable consideration should be applied due to uncertain future events. Revenue for M&A advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed, generally the closing date of the transaction. Subsequent Events - The Company has performed an evaluation of events that have occurred through January 24, 2025,the date 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. #### NOTE B NET CAPITAL REQUIREMENTS The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-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-lalso provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 8 to 1. At December 31,2024,the Company had net capital of \$30,257, which was \$ 25,257 in excess of its net capital requirement of \$5,000. The Company's net capital ratio was .19 to 1. #### NOTEC RELATED PARTY TRANSACTIONS The Company and a related party company have entered into an office and administrative services agreement ("Agreement") effective March 19, 2024, for a one-year term, automatically renewable,unless canceled by either party. Under the Agreement,the related party will provide management and back-office services as required by the Company, including, but not limited to administrative services, office space, office equipment and supplies, payroll (excluding commissions), marketing, sales, legal and accounting services. The Agreement requires the Company to pay a proportional allocation services fee of \$175 per month beginning the month of the Company's approval for registration with the SEC. Fees under the Agreement totaled \$700 for the period ended December 31, 2024, of which \$525 is payable at December 31, 2024. The Company has payable due to the member totaling \$5,030 at December 31, 2024. This amount is non-interest bearing and due on demand. {11}------------------------------------------------ ## **OPEN LANE CAPITAL ADVISORS, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024** #### NOTE D OFFICE LEASE The Company leases office space on a month-to-month basis for \$101 per month. Rent expense totaled \$333 for the period ended December 31, 2024. #### NOTE E 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. {12}------------------------------------------------ ## **OPEN LAISE CAPITAL ADVISORS, LLC SCHEDULEI SUPPLEMENTAL INFORMATION PURSUANT TO RULE 17A-5 DECEMBER 31, 2024** | COMPUTATION OF NET CAPITAL | | |-----------------------------------------------------------|--------------| | Total member's equity qualified for net capital | \$
37,222 | | | | | Deductions and/or charges | | | Nonallowable assets: | | | Prepaid expenses | 6,965 | | Net capital | \$
30,257 | | AGGREGATE INDEBTEDNESS | | | Accounts payable | \$
56 | | Payable to related party | 525 | | Payable to member | 5,030 | | Total aggregate indebtedness | \$
5,611 | | | | | COMPUTATION ON BASIC NET CAPITAL REQUIREMENTS | | | Minimum net capital required (12.5%
of total aggregate | | | indebtedness) | \$
701 | | | | | Minimum dollar net capital requirement | \$
5,000 | | | | | Net capital requirement (greater
of above two minimum | | | requirement amounts) | \$
5,000 | | | | | Excess net capital | \$
25,257 | | | | | Ratio: Aggregate indebtedness to
net capital | .19
to 1 | | | | #### **Reconciliation of Computation of Net Capital** The above computation does not differ from the computation of net capital under Rule 15c3-las of December 31, 2024 as filed by Open Lane Capital Advisors, LLC on Form X-17A-5. Accordingly, no reconciliation is deemed necessary. ### **Statement Regarding Changes in Liabilities Subordinated to Claims of General Creditors** No statement is required as no subordinated liabilities existed at any time during the year. #### **Statement regarding the Exemption from Reserve Requirements** 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 merger and acquisition services for owners of professional sports teams looking to sell equity interests in a private transaction to high-net worth individuals. As a Non-Covered Firm, the Computation of Determination of the Reserve Requirements and Information Relating to the Possession or Control Requirements are not required. See accompanying report of independent registered public accounting firm. {13}------------------------------------------------ # **PHILLIP** V. **GEORGE,** PLLC CERTIFIED PUBLIC ACCOUNTANT ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Member Open Lane Capital Advisors, 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) Open Lane Capital Advisors, 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 transaction-based compensation 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; 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. Open Lane Capital Advisors, LLC's management is responsible for compliance with the provisions contemplated by Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 and related SEC Staff Frequently Asked Questions 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 Open Lane Capital Advisors, 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'sstatements. 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. *Qjfy* PHILLIP V. GEORGE, PLLC Celeste,Texas January 24, 2025 ![](_page_13_Picture_12.jpeg) {14}------------------------------------------------ ## Open Lane Capital Advisors,LLC **7170 Briar Cove Dr. / Dallas, Texas 75254 817-368-0952** ## **Open Lane Capital Advisors, LLC Exemption Report** **Open Lane Capital Advisors, 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) 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 for identifying potential merger and acquisition opportunities for clients,and the Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers;(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. ## **Open Lane Capital Advisors, LLC** I,Michael Rapkoch, swear (or affirm) that,to my best knowledge and belief,this Exemption Report is true and correct. Michael Rapkoch, Chief Executive Officer January 10, 2025 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.