# SERA GLOBAL SECURITIES US LLC X-17A-5 (2022-02-28) — Broker-dealer annual report - Company: SERA GLOBAL SECURITIES US LLC - Form: X-17A-5 - Filed: 2022-02-28 - Period: 2021-12-31 - Accession: 0001670331-22-000001 - CIK: 1670331 - File #: 8-69752 - Type: Broker-dealer - Material weakness: No - Auditor: WithumSmith and Brown, PC - Auditor location: Whippany, NJ - Contact: Michael Stupay - Phone: 2128971692 - Signed by: Josephine Shum (CEO) Original filing: https://www.sec.gov/Archives/edgar/data/1670331/000167033122000001/sera21s.pdf --- {0}------------------------------------------------ {A wholly owned subsidiary of Sera Global us, Holdings LLC) Financial Statements and Supplementary Schedules Pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 December 31, 2021 (Confidential Treatment Requested) {1}------------------------------------------------ ## UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 # ANNUAL REPORTS FORM X-17A-5 PART III | OMB Number: 3235-0123 | |--------------------------| | Expires: Oct. 31, 2023 | | Estimated average burden | | hours per response: 12 | | | SEC FILE NUMER 8- 69752 FACING PAGE Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Excha nge Act of 1934 FILING FOR THE PERIOD BEGINNING 01 /01 /21 AND ENDING 12/31 /2 ·1 MM/DDNY ~---------------------~ MM/DDNY ## A. REGISTRANT IDENTIFICATION # NAME OF FIRM: \_\_\_ S\_e\_ra\_G\_lo\_b\_a\_l\_S\_e\_c\_u\_ri\_ti\_e\_s\_U\_S\_ L\_L\_C \_\_\_\_\_\_\_ \_ TYPE OF REGISTRANT (check all applicable boxes): ~ Broker-dealer D Security-based swap dealer D 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.) # 1114 6th Avenue, 22nd Floor | | (No. and Street) | | |-----------------------|----------------------------------------------------------------------------|--------------------------------| | New York | NY | 10036 | | (City) | (State) | (Zip Code) | | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | Michael Stupay | (212) 897-1692 | mstupay@integ rated. solutions | | (Name) | (Area Code - Telephone Number) | (Email Address) | | | B. ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNT ANT whose reports are contained in this filing* | | | WithumSmith+Brown, PC | | | | | (Name - if individual, state last, first, and middle name) | | | | | | | 200 Jefferson Park, Suite 400 | Whippany | NJ | 07981 | |--------------------------------------------------|----------|---------|-------------------------------------------| | (Address) | (City) | (State) | (Zip Code) | | 10/8/03 | 100 | | | | (Date of Registration with PCAOB)(if applicable) | | | (PCAOB Registration Number, ifapplicable) | #### FOR OFFICIAL USE ONLY \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supp-0rted by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240. l 7a-5(e)( I )(ii), if applicable. Persons who arc to respond to the collection of information contained in this form arc not required to respond unless the form displays a currently valid OMB control number. {2}------------------------------------------------ ## AFFIRMATION I, Josephine Shum , swear (or affirm) that, to the best of my knowledge and belief, the financial report pertaining to Sera Global Securities US LLC as of 12/31/21 , is true and correct. I further swear (or affirm) that neither the company nor any partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely as that of a customer. Signature CED. Title ~N'V\ -wt v--{t Nota ry Public {3}------------------------------------------------ ## This filing\*\* contains (check all applicable boxes): - [El (a) Statement of financial condition. - l!l (b) Notes to unconsolidated or consolidated statement of financial condition, as applicable. - D ( 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 § 2 JO. l-02 of Regulation S-X). - D ( d) Statement of cash flows. - D (e) Statement of changes in stockholders' or partners' or members' or sole proprietor's equity, as applicable. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - D (g) Notes to unconsolidated or consolidated financial statements,, as applicable. - D (h) Computation of net capital under 17 CFR 240.15c3-l or 17 CFR 240.18a-l, as applicable. - D (i) Computation of tangible net worth under I 7 CFR 240.18a-2. - D U) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240. l 5c3-3. - D (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. I 8a-4, as applicable. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.l 5c3-3. - D (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 I 7 CFR 240. l 8a-4, as applicable. - D (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240. l 5c3-l , 17 CFR 240. l 8a-l , or 17 CFR 240. l 8a-2, as applicable, and the reserve requirements under 17 CFR 240. l 5c3-3 or 17 CFR 240. J 8a-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. - [El (q) Oath or affirmation in accordance with 17 CFR 240. l 7a-5, J 7 CFR 240. l 7a-12, or 17 CFR 240. J 8a-7, as applicable. - D (r) Compliance report in accordance with 17 CFR 240. I 7a-5 or I 7 CFR 240. l 8a-7, as applicable. - D (s) Exemption report in accordance with 17 CFR 240.l7a-5 or 17 CFR 240.J8a-7, as applicable. - [El ( t) Independent public accountant's report based on an examination of the statement of financial condition. - D (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240. J7a-5, 17 CFR 240. l 8a-7, or 17 CFR 240.J 7a-J2, as applicable. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240. l 7a-5 or 17 CFR 240. l 8a-7, as applicable. - D ( w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240. l 7a-5 or 17 CFR 240.18a-7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1 e or 17 CFR 240. l 7a-l 2, 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. l 7a-12(k). D(z) Other:------------------------------------ - *\*\*To request confidential treatment of certain portions of this filing, see 17 CFR 240. J 7a-5(e)(3) or 17 CFR 240. J 8a-7(d)(2), as applicable.* {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) ## **REPORT OF INDEPENDENT REGISTERED PUBLIC** ACCOUNITING **FIRM** To the Member and Those Charged With Governance of Sera Global Securities US LLC #### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of Sera Global Securities US LLC (the "Company") as of December 31, 2021 , and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we lan 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 filnancial statement. We believe that our audit provides a reasonable basis for our opinion. We have served as the Company's auditor since 2018. February 26, 2022 {5}------------------------------------------------ **(A wholly owned subsidiary of Sera Global US Holdings LLC)** ## **Statement of Financial Condition December 31, 2021** | Assets
Cash
Fees receivable
Due from affiliates
Fixed assets, net of accwnulated depreciation of \$876,025
Operating lease right-of-use asset
Prepaid and other assets | \$
4,803,259
34,777
53,522
n9,697
750,820
53,948 | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------| | Total assets | \$
5,876,023 | | Liabilities and Member's Equity | | | Liabilities | | | Due to affiliates | \$
76,413 | | Compensation payable | 3,530,847 | | Operating lease liability | 812,079 | | Accounts payable and accrued expenses | 323,281 | | Total liabilities | 4,742,620 | | Member's equity | l,]33,403 | | Total liabilities and member's equity | \$
5,876,023 | The accompanying notes are an integral part of this financial statement. {6}------------------------------------------------ (A wholly owned subsidiary of Sera Global US Hold ings LLC) ## Notes to Statement of Financial Condition For the year ended December 31, 2021 ## 1. Organization and Business Sera Global Securities US LLC (the "Company") is a limited liability company formed under the laws of the State of Delaware on December 17, 2015. On February 7, 2017, the Company became a broker-dealer and as such is registered with the Securities and Exchange Commission (the "SEC") and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company is a wholly owned subsidiary of Sera Global US Holdings LLC (the "Parent"), which is an indirect subsidiary of Brookfield Asset Management Inc. (the "Ultimate Parent" or "BAM"), a publicly listed entity. The U.S. dollar is the functional and presentation currency of the Company. The Company acts primarily as a broker or dealer providing investment advisory services. ## 2. Summary of Significant Accounting Policies ## Basis of Presentation This financial statement was prepared in confonnity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and Liabilities at the date of the financial statements and the amounts ofrevenues and expenses during the reporting period. Actual results could differ from these estimates. ## Revenue The Company recognizes revenue to depict the transfer of promjsed goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to (a) identify the contract( s) with a customer, (b) identify the performance obligations in the contract, ( c) determine the transaction price, ( d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. ## Significant Judgments Revenue from contracts with customers includes success and advisory fees from investment banking services. 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. Management has determined that one performance obligation exists, for contracts with customers, and that the unconstrained portion is recognized over time in the form of advisory fees. {7}------------------------------------------------ **(A wholly owned subsidiary of Sera Global US Holdings LLC)** ## **Notes to Statement of Financial Condition For the year ended December 31, 2021** ## **2. Summary of Significant Accounting Policies (continued)** ## Success Fees The Company earns revenue by way of transaction success fees that are recognized at the point in time that performance under the arrangement is completed. The Company has determined that this date is the appropriate point in time to recognize revenue for success fees as the perfonnance obligation has been satisfied, there are no significant actions which the Company needs to take subsequent to this date and the purchaser obtains the control and benefit of the proceeds at that point. Recognizing revenue prior to closing would be inappropriate as it represents contingent consideration. Payment for revenue is due upon closing. #### Advisory Fees The Company provides advisory services. Revenue for advisory arrangements is recognized over the time in which the performance obligations are simultaneously provided by the Company and consumed by the customer. Jn some circumstances, significant judgment is needed to determine the timing and measure of progress appropriate for revenue recognition under a specific contract. #### Receivables and Contract Balances fees include advisory and transaction success fees due from clients. Receivables arise when the Company has an unconditional right to receive payment under a contract with a customer and are derecognized when the cash is received. Contract assets arise when the revenue associated with the contract is recognized prior to the Company's unconditional right to receive payment under a contract with a customer (i.e. unbilled receivable) and are derecognized when either it becomes a receivable or the cash is received. Contract liabilities arise when customers remit contractual cash payments in advance of the Company satisfying its performance obligations under the contract and are derecognized when the revenue associated with the contract is recognized when the performance obligation is satisfied. The Company did not have contract assets at January 1, 2021 or December 31, 2021. The Company had customer receivables of \$0 and \$34, 777 at January l, 2021 and December 31, 202 [, respectively. All customer receivables at January **1,** 2021 were collected in 2021. The Company had no contract liabilities at January **1,** 2021 or December 31, 2021. ## **Allowance for Credit** Losses ASC Topic 326, Financial Instruments - Credit Losses ("ASC 326") impacts the impairment model for certain financial assets by requiring a current expected credit loss ("CECL") methodology to estimate expected credit losses over the entire life of the financial asset. 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 arnowance for credit losses is reported as a valuation account on the statement of financial condition that is deducted from the asset's amortized cost. Changes in the allowance for credit losses are reported in credit loss expense. {8}------------------------------------------------ **(A wholly owned subsidiary of Sera Global US Holdings LLC)** ## **Notes to Statement of Financial Condition For the year ended December 31, 2021** ## 2. Summary of Significant Accounting Policies (continued) ## Allowance for Credit Losses (continued) The Company identified fees and other receivables (including, but not limited to, receivables related to securities transactions, and advisory fees) as impacted by the guidance. The allowance for credit losses is based on the Company's expectation of the collectability of :financial assets including fees receivable and due from affiliates utilizing CECL framework. The Company considers factors such as historical experience, credit quality, age of the balances and economic conditions that may affect the Company's expectation of the collectability in determining the allowance for credit losses. The Company's expectation is that credit risk associated with the receivables is not significant until they reach 90 days past due based on the contractual arrangement and expectation of collection. As of December 3 I, 2021 and for the year then ended the Company did not provide or experience any credit losses. ## Cash All cash deposits are held by one financial institution and therefore are subject to the credit risk at that financial institution. The Company has not experienced any losses in such accounts and does not believe there to be any significant credit risk with respect to these deposits. #### Fixed Assets fixed assets are recorded at cost, net of accumulated depreciation and amortization. Depreciation for furniture and fixtures is calculated on a straight-line basis over estimated useful lives of five years. Leasehold improvements are amortized on a straight-line basis over the remaining lease term. #### Income Taxes The Company is a single member limited liability company and is treated as a disregarded entity for federal income tax reporting purposes. The Internal Revenue Code ("IRC") provides that any income or loss is passed through to the ultimate taxpaying entity for federal, state and certain local income taxes. Accordingly, the Company has not provided for federal and state income taxes .. Additionally, any tax benefit that the Parent may receive is not remitted to the Company. At December 31, 2021 , management has determined that the Company had no uncertain tax positions that would require financial statement recognition. This determination will be subject to ongoing reevaluation as facts and circumstances may require. Interest and penalties assessed, if any, are recorded as income tax expense. The Parent's federal and state income tax returns are generally open for examination for years subsequent to 20 l 7. ## Stock Compensation The Ultimate Parent provides compensation to certain key employees of the Company in the form of share-based awards with an option to settle in cash or shares. The expense for these share-based awards is recognized based on the grant date fair value and expensed on a proportionate basis consistent with the vesting features over the vesting period with the recognition of a corresponding [iability to Sera Global Holding LP ("Holding"). {9}------------------------------------------------ **(A wholly owned subsidiary of Sera Global US Holdings LLC)** ## **Notes to Statement of Financial Condition For the year ended December 31, 2021** ## **2. Summary of Significant Accounting Policies (continued)** ## **Leases** The Company recognizes its leases in accordance with ASC Topic 842, Leases ("ASC 842"). The guidance increases transparency and comparability by requiring the recognition ofright-of-use assets and lease Iiabili ties on the statement of financial condition. The Company conducts an analysis of contracts, including real estate leases and service contracts to identify embedded leases, to determine the initial recognition of right-of-use assets ("ROU") and lease liabilities, which required subjective assessment over the determination of the associated discount rates. The discount rate is the impliciit 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 Company has elected, for all underlying classes of assets, to not 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-tenn leases on a straight-line basis over the lease term. The Company's 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 lease payments are not included in lease payments used to determine lease liability and are recognized as variable costs when incurred. Other information related to leases as of December 31, 2021 is as follows: | Weighted average remaining operating lease tenn | 2.41 years | |----------------------------------------------------|------------| | Weighted average discount rate of operating leases | 8.85% | {10}------------------------------------------------ ## **Sera Global Securities US LLC (A wholly owned subsidiary of Sera Global US Holdings LLC)** ## **Notes to Statement of Financial Condition For the year ended December 31 , 2021** ## **3. Transactions with Related Parties** The Company maintains an administrative services agreement (the "Agreement") with an affiliate, under common control, Sera Global Real Estate Group New York, LLC ("SGREff'). Pursuant to Agreement, the Company does not have any obligation, direct or indirect, to reimburse or otherwise compensate SGREG for any or all shared costs that SGREG has paid on behalf of the Company. These costs have not been recorded on the books of the Company. lPursuant to the Agreement, SGREG reimburses the Company for 50% of the Company's lease costs. At December 31 , 2021 , \$53,522 remains unpaid and included in due from affiliate on the accompanying statement of financial condition. The Ultimate Parent provides compensation to certain key employees of the Company in the form of share-based awards that have an option to settle in cash or shares and is based on the market price of iBAM's shares. On the date the Ultimate Parent grants these awards, the Ultimate Parent acquires the shares from the market which crystallizes the amount of the award and the amount payable by the Company. The obligations for the share-based awards relating to the employees are accrued over the vesting period. The Ultimate Parent manages this program for the Company. There were no awarded costs relating to the employees charged by BAM for the year ended December 31, 2021. The Company has a commitment to pay Holding \$76,413, which is included in due to affiliates on the accompanying statement of financial condition. The repayment of this amount to Holding was made in February 2022. No shares were granted pursuant to the stock compensation awards during 2021. As at December 31, 2021, the amount of \$130,074 related to the Company share-based compensation costs remained a payable to an employee and is included in compensation payable on the accompanying statement of financial condition. Related party transactions are measured at the exchange amount which is the amount agreed between the parties at the time the transaction is entered into. All transactions with related parties are settled in the normal course of business. Amounts due to/from affiliates are non-interest bearing and have no specific terms ofrepayment. The terms of any of these arrangements may not be the same as those that would otherwise exist or result from agreements and transactions among unrelated parties. {11}------------------------------------------------ **(A wholly owned subsidiary of Sera Global US Holdings LLC)** ## **Notes to Statement of Financial Condition For the year ended December 31, 2021** #### **4. Fixed** Assets fixed assets at December 31, 2021 consist of: | Furniture and fixtures | \$
270,819 | |--------------------------------|------------------------| | Leasehold improvement | 859,777 | | Less: Accumulated depreciation | 1,130,596
(950,899) | | | \$
179,697 | #### **5. Regulatory Requirements** The Company is subject to SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934, which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2021, the Company had net capital of\$81 l ,459 which exceeded the required net capital by \$545,339. The ratio of aggregate indebtedness to net capital at December 31 , 202 I was 4.92 to I. The Company does not hold customers' cash or securities and, therefore, has no obligations under SEC Rule 15c3-3 under the Securities Exchange Act of 1934. #### **6. Commitments** The Company leases office space, from an affiliate w1der common control, under a non-cancellable lease agreement which expires on May 31, 2024. At December 31, 2021, the annual minimum payments under this agreement are approximately: | 2022 | \$
374,000 | |-----------------------------------|---------------------------| | 2023 | 374,000 | | 2024 | 156,000 | | Total undiscounted lease payments | 904,000 | | Less imputed interest | (92,000) | | Total lease liability | \$
812,000
===="'== | The lease has provisions for escalations. Lease expense for the year ended December 31, 2021, was approximately \$175,000 after reimbursement from SGREG in accordance with the administrative services agreement. ## **7. Financial Risk Management** The Company is exposed to credit risk as substantially all of the cash of the Company is held by a single major money center bank The Company manages its credit risk through careful selection of the financial institutions through which it conducts its business and clients to whom it provides services. The Company has minimal liquidity, foreign exchange and market risk. {12}------------------------------------------------ ## **Sera Global Securities US LLC (A wholly owned subsidiary of Sera Global US Holdings LLC)** ## **Notes to Statement of Financial Condition For the year ended December 31, 2021** ## **8. Concentration** The Company's revenues are generally from one-time nonrecurring transactions. Two customers comprised approximately 86% of total revenue for the year ended December 31, 2021. ## **9. Liquidity** Capital is not a significant income producing factor and should the Company have a need for capital, it has been able to rely upon its parent to infuse capital to cover overhead should that become necessary. The Parent has pledged additional support to the Company to enable it to operate for the next year should that become necessary. ## **10. Subsequent Events** Management of the Company has evaluated events or transactions that have occurred since December 31 , 2021. The Company received capital contributions in the amounts of \$500,000 and \$1,000,000 on January 21, 2022, and January 28, 2022, respectively. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.