# SHINHAN SECURITIES AMERICA, INC. X-17A-5 (2026-02-27) — Broker-dealer annual report - Company: SHINHAN SECURITIES AMERICA, INC. - Form: X-17A-5 - Filed: 2026-02-27 - Period: 2025-12-31 - Accession: 0000900903-26-000001 - CIK: 900903 - File #: 8-45648 - Type: Broker-dealer - Material weakness: No - Auditor: Sejong LLP - Auditor location: Ridgefield Park, NJ - Contact: Chanbum Kim - Phone: 212-397-0792 - Email: cb.kim@shinhan-usa.cor - Website: shinhan-usa.cor - Signed by: Chanbum Kim (President) Original filing: https://www.sec.gov/Archives/edgar/data/900903/000090090326000001/dec25_audit_shinhan_public2.pdf --- {0}------------------------------------------------ (A Wholly Owned Subsidiary of Shinhan Securities Co., Ltd.) Statement of Financial Condition December 31, 2025 (With Report oflndependent Registered Public Accounting Firm Thereon) {1}------------------------------------------------ CONFIDENTIAL UNITED STATES SECURITIES **AND EXCHANGE COMMISSION** Washington, O.C. 20S49 **ANNUAL REPORTS FORM X-17A-5 PART Ill FACING PAGE** 0MB Number: 3235-0123 Expires: Nov. 30, 2026 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-45648 **Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934** FILING FOR THE PERIOD BEGINNING 01/0 1/25 AND ENDING 12131125 - --------- ----------- MM/DD/YY MM/DD/YY **A. REGISTRANT IDENTIFICATION** NAME OF FIRM: SHINHAN SECURITIES AMERICA INC. TYPE OF REGISTRANT (check all applicable boxes): ■ Broker-dealer D 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.)** 750 7TH AVENUE, STE 2602 (No. and Street) NEW YORK NY (City) (State) PERSON TO CONTACT WITH REGARD TO THIS FILING 10019 (Zip Code) Chanbum Kim 212-397-0792 cb.kim@shinhan-usa.cor (Name} {Area Code - Telephone Number) (Email Address) **B. ACCOUNTANT IDENTIFICATION INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\*** SEJONG LLP (Name - if individual, state last, first, and middle name) 65 CHALLENGER ROAD, STE 250 RIDGEFIELD PARK NJ (Address) (City) (State) 8/16/2011 5519 07660 (Zip Code} **T" of R,giD(z) Other: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ \_\_ \_ - \*\*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 applicable. {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) www~UP.coo ## **Report of Independent Registered Public Accounting Firm** To the Board of Directors and Stockholder of Shinhan Securities America Inc. #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of Shinhan Securities America Inc. 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 Shinhan Securities America, Inc. 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 Shinhan Securities America Inc.'s management. Our responsibility is to express an opinion on Shinhan Securities America Inc. '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 Shinhan Securities America Inc. 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 statement. 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 statement. We believe that our audit provides a reasonable basis for our opinion. We have served as Shinhan Securities America Inc.'s auditor since 2012. Ridgefield Park, New Jersey February 25, 2026 {4}------------------------------------------------ (A Wholly Owned Subsidiary of Shinhan Securities Co., Ltd.) Statement of Financial Condition December 31, 2025 #### **Assets** | Cash and cash equivalents | \$
2,306,951 | |----------------------------------------------------|----------------------------------------| | Other receivable from Parent | | | Fixed assets, net | 57,995 | | Right-of-use assets | 664,536 | | Other assets | 74,581 | | Total assets | \$
3,104,063 | | Liabilities and Stockholder's Equity | | | | | | Liabilities: | | | Accrued expenses and other liabilities | \$
104,807 | | Lease liabilities | 776,921 | | Total liabilities | 881 ,728 | | Commitment and contigencies | | | Stockholder's equity: | | | Common stock, \$0.01 par value. Authorized, issued | | | and outstanding, 25,000 shares | 250 | | Additional paid-in capital | 7,039,750 | | Accumulated deficit | (4,817,665) | | Total stockholder's equity | 2,222,335 | | | \$
3,104,063
==:::::::::::====== | See accompanying notes to statement of financial condition. {5}------------------------------------------------ (A Wholly Owned Subsidiary of Shinhan Securities Co., Ltd.) Notes to Statement of Financial Condition December 31, 2025 ## **(1) Description of Business** Shinhan Securities America Inc. (the "Company") was incorporated on February 1, 1993, under the laws of the State of New York to conduct a securities business in the United States of America. The Company, a wholly owned subsidiary of Shinhan Securities Co., Ltd. (the "Parent", a Korean corporation, is a registered broker and dealer in securities under the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority, Inc. (FINRA) and Securities Investor Protection Corporation (SIPC). The Company provides advisory services to clients for a series of securitization transactions. The Company also engages in broker and dealer transactions of Korean securities. The Company has a clearing agreement with the Parent whereby the Parent clears Korean security transactions for the Company and the Company's customers. The Company clears all transactions on a fully disclosed basis through the Parent. Accordingly, the Company does not carry customers' accounts and does not receive, deliver, or hold cash or securities in connection with such transactions. The Company claims exemption from SEC rule 15c3-3 under paragraph (k)(2)(i). #### **(2) Summary of Significant Accounting Policies** ## *(a) Basis of Presentation* The accompanying statement of financial condition has been prepared in accordance with accounting principles generally accepted in the United States of America. ## *(b) Cash Equivalents* The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. ## *(c) Fair Value of Financial Instruments* In accordance with Financial Accounting Standards Board (F ASB) Accounting, Standards Codification (ASC) 820, *Fair Value Measurements,* the Company categorizes its assets and liabilities that are accounted for at fair value in the statement of financial condition in the fair value hierarchy as defined by ASC 820. The fair value hierarchy is directly related to the amount of subjectivity associated with the inputs utilized to determine the fair value of these assets and liabilities. See Note (3) for fmther information about the fair value hierarchy and the Company's assets and liabilities that are accounted for at fair value. ## *(d) Leases* The Company recognizes and measures its leases in accordance with F ASB ASC 842, Leases. The Company is a lessee in two non-cancellable operating leases for office spaces. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a lease liability and a right of use {6}------------------------------------------------ (A Wholly Owned Subsidiary of Shinhan Securities Co., Ltd.) Notes to Statement of Financial Condition December 31, 2025 (ROU) asset at the commencement date of the lease. The lease liability is initially and subsequently recognized based on the present value of its future lease payments. Variable payments are included in the future lease payments when those variable payments depend on an index or a rate. The discount rate is the implicit rate if it is readily determinable or otherwise the Company uses its incremental borrowing rate. The implicit rates of our leases are not readily determinable and accordingly, we use our incremental borrowing rate based on the information available at the commencement date for all leases. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The ROU asset is subsequently measured throughout the lease term at the amount of the remeasured lease liability (i.e., present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance oflease incentives received, and any impairment recognized. Lease cost for lease payments is recognized on a straight-line basis over the lease term. The Company has elected, for all underlying classes of assets, not to recognize ROU assets and lease liabilities for short-tenn leases that have a lease term of 12 months or less at lease commencement, and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. We recognize lease cost associated with our short-term leases on a straight-line basis over the lease term. The Company made an accounting policy election by class of underlying asset to account for each separate lease component of a contract and its associated non-lease components (lessor-provided maintenance) as a single lease component. ### *(e) Fixed Assets* Fixed assets are stated at cost, net of accumulated depreciation and amortization. #### *(I) Income Taxes* Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. ## *(g) Use of Estimates* The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the {7}------------------------------------------------ (A Wholly Owned Subsidiary of Shinhan Securities Co., Ltd.) Notes to Statement of Financial Condition December 31, 2025 reported amounts of assets and liabilities and disclosure of contingent 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. ### *(h) Commitments and Contingencies* Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. ### *(i) Recent Accounting Pro1101111ceme11ts* ## **Accounting Standards Update 2025-05 Financial Instruments** - **Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets** In July 2025, F ASB issued Accounting Standards Update (ASU) 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides all entities with a practical expedient and entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and contract assets arising from transactions accounted for under Topic 606. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of the adoption of this ASU and does not expect its adoption to have a material impact on the financial statements. ## **Accounting Standards Update 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures** In December 2023, F ASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires qualitative disclosure about specific categories of reconciling items and individual jurisdictions that result in a significant difference between the statutory tax rate and the effective tax rate. For public business entities, the ASU will be effective for annual periods beginning after December 15, 2024. The adoption of this ASU does not have a material impact on the financial statement. ## **(3) Fair Value of Assets and Liabilities** F ASB ASC 820, *Fair Value Measurements,* defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles, and requires disclosures about fair value measurements. In accordance with ASC 820, the Company groups its financial assets and liabilities measured at fair value in three levels, based on markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. These levels are: {8}------------------------------------------------ (A Wholly Owned Subsidiary of Shinhan Securities Co., Ltd.) Notes to Statement of Financial Condition December 31, 2025 - Level 1 Valuation is based upon quoted prices for identical instruments traded in active markets. - Level 2 Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. - Level 3 Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company's own estimates of assumptions market participants would use in pricing the asset or liability. Valuation techniques include use of discounted cash flow models, options pricing models, and similar techniques. The balances of assets measured at fair value on a recurring basis as of December 31, 2025 are as follows: | Description | Level 1 | Level 2 | Level 3 | Total | |----------------------|-----------------|---------|---------|-----------------| | Money market account | \$
1,779,740 | | | \$
1,779,740 | ### **(4) Related Party Transactions** The Company leases an office space from its affiliate. A summary of balance with the affiliate as of December 31, 2025, is approximately as follows: | Lease liabilities | \$ | 518,000 | |-------------------|----|---------| |-------------------|----|---------| #### ( **5) Fixed Assets** Fixed assets, at cost, at December 31, 2025, are summarized as follows: | Equipment | \$
82,367 | |------------------------------------------------|--------------| | Furniture and fixtures | 64,625 | | Leasehold improvements | 73,710 | | | 220,702 | | Less accumulated depreciation and amortization | (162,707) | | | | #### **(6) Leases** The Company has obligations as a lessee for office spaces with initial noncancelable terms in excess of one year. The Company classified these leases as operating leases. These leases generally contain renewal options for periods ranging from two to nine years. Because the Company is not reasonably certain to exercise the renewal options, the optional periods are not included in determining the lease term, and associated payments under these renewal options are excluded from lease payments. The Company's leases do not include termination options for either party to the lease or restrictive financial or other covenants. The Company's {9}------------------------------------------------ (A Wholly Owned Subsidiary of Shinhan Securities Co., Ltd.) Notes to Statement of Financial Condition December 31, 2025 office space leases require it to make variable payments for the Company's proportionate share of the building's property taxes, insurance, and common area maintenance. These variable ]ease payments are not included in lease payments used to determine lease liabilities and are recognized as variable costs when incurred. Maturities of lease liabilities under non-cancellable operating leases as of December 31, 2025, are approximately as follows: | Years | Amount | |-----------------------------------|---------------| | 2026 | \$
328,000 | | 2027 | 308,000 | | 2028 | 181,000 | | 2029 | 31 000 | | Total undiscounted lease payments | 848,000 | | Less imputed interest | (71,000) | | Total lease liabilities | \$
777,000 | ## (7) **Net Capital Requirements** The Company, as a registered broker and dealer in securities, is subject to the Uniform Net Capital Rule 15c3-l of the Securities and Exchange Commission. Such rule prohibits the Company from engaging in any securities transactions whenever its "aggregate indebtedness", as defined, exceeds 15 times its "net capital", as defined. Under such rule, and the related rules of FINRA, the Company may be required to reduce its business if its net capital ratio exceeds 12 to 1, and it rriay be prohibited from expanding its business if its net capital ratio exceeds 10 to 1. At December 31, 2025, the Company had a minimum net capital requirement of \$250,000. The Company had a service agreement ("Chaperoning arrangement") with the Parent, which was regarded as a foreign broker-dealer under SEC Rule 15a-6(a)(3). SEC requires registered broker and dealers that enter into a service agreement with a foreign broker-dealer to maintain a minimum net capital of \$250,000. At December 31, 2025, the Company had net capital of \$2,089,758, which exceeded the minimum requirement by \$1,839,758. The Company's percentage of aggregate indebtedness to net capital was 10.39%. {10}------------------------------------------------ (A Wholly Owned Subsidiary of Shinhan Securities Co., Ltd.) Notes to Statement of Financial Condition December 31, 2025 #### **(8) Income Taxes** The tax effects of temporary differences that give rise to the deferred tax assets (liability) at December 31, 2025, are as follows: | Deferred tax assets (liability): | | |----------------------------------|-----------------| | Net operating loss carryforwards | \$
1,643,264 | | Leases | (36,874) | | Fixed assets | 5,997 | | Capital loss carryforwards | 12,543 | | Total deferred tax assets, net | 1,624,930 | | Less valuation allowance | (1 ,624,930) | | Net deferred tax assets | | The net change in the valuation allowance for the year ended December 31, 20225, was an increase of approximately \$369,000. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation offuture taxable income during the period in which those temporary differences become deductible. Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets are deductible, management believes it is more likely than not that the company will not realize the benefits of these deductible differences. Accordingly, deferred tax assets have been reduced by a valuation allowance. At December 31, 2025, the Company had net operating loss carryforwards available for federal income tax purpose of approximately \$1,050,000 which expire in various years through December 31, 2037, and approximately \$3,719,000 which will be carried forward indefinitely, with an 80% of limitation on the taxable income. The Company also has net operating loss carryforwards for New York state and New York city tax purposes amounting to approximately \$4,447,000 and \$6,718,000 respectively at December 31, 2025, which expire in various years through December 31, 2045. FASB ASC 740-10, *Income Taxes,* requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination by the applicable tax authority based on technical merits of the position. Management has analyzed the tax positions taken by the Company and has concluded that as of December 31, 2025, there are no uncertain positions taken or expected to be taken that would require recognition of a liability ( or asset) or disclosure in the financial statements. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Company remains subject to examination for the years ended December 31, 2022, 2023, and 2024 for the federal, state, and local jurisdictions. {11}------------------------------------------------ (A Wholly Owned Subsidiary of Shinhan Securities Co., Ltd.) ## Notes to Statement of Financial Condition December 31, 2025 #### **(9) Off-Balance-Sheet Risk** The Company reviewed its exposure on off-balance-sheet credit risks regarding the creditworthiness of its customers to fulfill their contracted obligations of security transactions, and determined that the fair value of such exposure is not material. There were no customers' unsettled trades at December 31, 2025. The Company's performance can be significantly influenced by economic factors and risks inherent in conducting business in foreign countries, including government regulations, currency restrictions and other factors that may significantly affect management's estimates and the Company's performance. ### **(10) Concentration of Credit Risk** Concentrations of credit risk that arise from financial instruments (whether on or off-balance sheet) exist for group of counterparties when they have similar economic characteristics that would cause their ability to meet obligations to be similarly affected by economic, industry or geographic factors. The Company seeks to control its credit risk and the potential for risk concentration through a variety of reporting and control procedures. Cash and cash equivalents in banks periodically exceeds the Federal beposit Insurance Corporation's insurance coverage of \$250,000. 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. ### **(11) Reporting Segment** The Company is primarily engaged in the business of securities broker-dealer which is comprised of introducing broker-dealer, advisory and agency transactions, and other similar activities. 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 (see Note 7), 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. Total assets per the segment is the same in all material respects as those reported on the statement of financial position. {12}------------------------------------------------ (A Wholly Owned Subsidiary of Shinhan Securities Co., Ltd.) Notes to Statement of Financial Condition December 31, 2025 #### **(12) Subsequent Events** On October 27, 2025, Shinhan Securities Co., Ltd., the sole stockholder of the Company, entered into a Stock Purchase Agreement to sell 100% of its ownership interest in the Company to a third party. In connection with the proposed transaction, the Company filed a Continuing Membership Application (CMA) with the FINRA on December 22, 2025, as required for a change in ownership. As of February 25, 2026, the CMA remains under review by FINRA, and the Company is awaiting regulatory approval. The completion of the transaction is subject to such approval and other customary closing conditions. The Company has evaluated subsequent events through February 25, 2026, the date the financial statements were available to be issued. {13}------------------------------------------------ ![](_page_13_Picture_0.jpeg) **WWW .sE.XlNGUP.cet.l** ## **Report of Independent Registered Public Accounting Firm** To the Board of Directors and Stockholder of Shinhan Securities America Inc. We have reviewed management's statements, included in the accompanying Exemption Report, in which Shinhan Securities America Inc. identified the following provision of 17 C.F.R. § l 5c3-3(k) under which Shinhan Securities America Inc. claimed an exemption from 17 C.F.R. §240.15c3-3: (k)(2)(i) (exemption provision) and Shinhan Securities America Inc. stated that it met the identified exemption provision throughout the most recent fiscal year without exception. Shinhan Securities America Inc.' s management is responsible for compliance with the exemption provision 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 Shinhan Securities America Inc. 's compliance with the exemption provision. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provision set forth in paragraph (k)(2)(i) of Rule l 5c3-3 under the Securities Exchange Act of 1934. Ridgefield Park, New Jersey February 25, 2026 {14}------------------------------------------------ # **Shinhan Securities America Inc. Exemption Report pursuant to SEC Rule 17a-5 For the Year Ended December 31, 2025** Shinhan Securities America, Inc. is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission. This Exemption Rep01i was prepared as required by 17 C.F.R. 240.l 7a-5(d)(l) and (4). To the best of its knowledge and belief, the Company states the following: - (1) The Company claimed an exemption from 17 C.F.R. § 240.15c3-3 under the following provisions of 17 C.F.R. § 240.15c3-3 (k)(2)(i). - (2) The Company met the identified exemption provisions in 17 C.F.R. § 240.15c3-3(k) throughout the most recent fiscal year without exception. I, Chanbum Kim, affirm that, to my best knowledge and belief, this Exemption Report is true and correct. Chanbum Kim, President February 25, 2026 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.