# TEXTURE CAPITAL, INC. X-17A-5 (2025-09-04) — Broker-dealer annual report

- Company: TEXTURE CAPITAL, INC.
- Form: X-17A-5
- Filed: 2025-09-04
- Period: 2025-06-30
- Accession: 0001769517-25-000005
- CIK: 1769517
- File #: 8-70310
- Type: Broker-dealer
- Material weakness: No
- Auditor: Sanville & Company LLC
- Auditor location: Huntington Valley, PA
- Contact: Richard Johnson
- Phone: 6469798558
- Email: richard@texture.capital
- Website: texture.capital
- Signed by: Richard Johnson (CEO)

Original filing: https://www.sec.gov/Archives/edgar/data/1769517/000176951725000005/tcipublic.pdf

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# TEXTURE CAPITAL INC

# STATEMENT OF FINANCIAL CONDITION

JUNE 30, 2025

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

> ANNUAL REPORTS FORM X-17A-5 PART III

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8-70310

FACING PAGE

|                                                                             | mformation Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 |                         |                                            |  |
|-----------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|-------------------------|--------------------------------------------|--|
|                                                                             | FILING FOR THE PERIOD BEGINNING 07/01/2024 AND ENDING 06/30/2025                                         |                         |                                            |  |
|                                                                             | MM/DD/YY                                                                                                 | MM/DD/YY                |                                            |  |
|                                                                             | A. REGISTRANT IDENTIFICATION                                                                             |                         |                                            |  |
| NAME OF FIRM:                                                               | Texture Capital, Inc.                                                                                    |                         |                                            |  |
| TYPE OF REGISTRANT (check all applicable boxes):                            |                                                                                                          |                         |                                            |  |
| Broker-dealer<br>Check here if respondent is also an OTC derivatives dealer |                                                                                                          |                         | L Major security-based swap participant    |  |
|                                                                             | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.)                                      |                         |                                            |  |
|                                                                             | 80 Broad Street, 5th floor                                                                               |                         |                                            |  |
|                                                                             | (No. and Street)                                                                                         |                         |                                            |  |
| New York                                                                    | NY                                                                                                       |                         | 10004                                      |  |
| (City)                                                                      | (State)                                                                                                  |                         | (Zip Code)                                 |  |
| PERSON TO CONTACT WITH REGARD TO THIS FILING                                |                                                                                                          |                         |                                            |  |
| Richard Johnson                                                             | 646 979 8558                                                                                             | richard@texture.capital |                                            |  |
| (Name)                                                                      | (Area Code - Telephone Number)                                                                           | (Email Address)         |                                            |  |
|                                                                             | B. Accountant Identification                                                                             |                         |                                            |  |
|                                                                             | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing*                                |                         |                                            |  |
|                                                                             | Sanville & Company LLC                                                                                   |                         |                                            |  |
|                                                                             | (Name - if individual, state last, first, and middle name)                                               |                         |                                            |  |
| 2617 Huntington Pike                                                        | Huntingdon Valley                                                                                        | PA                      | 19006                                      |  |
| (Address)                                                                   | (City)                                                                                                   | (State)                 | (Zip Code)                                 |  |
| 09-18-2003                                                                  |                                                                                                          | 169                     |                                            |  |
| (Date of Registration with PCAOB)(if applicable)                            |                                                                                                          |                         | (PCAOB Registration Number, if applicable) |  |
|                                                                             | FOR OFFICIAL USE ONLY                                                                                    |                         |                                            |  |
|                                                                             |                                                                                                          |                         |                                            |  |
|                                                                             | * Claims for exemption from the requirement that the annual reports of an independent public             |                         |                                            |  |

accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable.

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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#### OATH OR AFFIRMATION

| Richard Johnson<br>report pertaining to the firm of<br>Texture Capital, Inc.<br>June 30                                                                                                                                                                                                                             | swear (or affirm) that, to the best of my knowledge and belief, the financial<br>. as of                |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|
| partner, officer, director, or equivalent person, as the case may be, has any proprietary interest in any account classified solely<br>as that of a customer.<br>FREDERICK SHIVRATTAN<br>NOTARY PUBLIC. State of New York                                                                                           | 2025 __ is true and correct. I further swear (or affirm) that neither the company nor any<br>Signature: |
| No. 01SH6205225<br>Qualified in Queens County<br>My Commission Expires May 04, 2029                                                                                                                                                                                                                                 | Title:<br>CEO                                                                                           |
| Notary Public<br>917 12025<br>This filing ** contains (check all applicable boxes):<br>(a) Statement of financial condition.<br>(b) Notes to consolidated statement of financial condition.<br>[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).
- [ (d) Statement of cash flows.
- [ (e) Statement of changes in stockholders' or partners' or sole proprietor's equity.
- [ (f) Statement of changes in liabilities subordinated to claims of creditors.
- [ (g) Notes to consolidated financial statements.
- [ (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable.
- [ (i) Computation of tangible net worth under 17 CFR 240.18a-2.
- □ (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3.
- [ Exhibit A to 17 CFR 240.18a-4, as applicable.
- [ (I) Computation for Determination of PAB Requirements under Exhibit A to § 240.15c3-3.
- [ (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3.
- [0 (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.
- □ (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-2, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist.
- [p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition.
- (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.
□ (c) C
- [r] Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- □ (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- (t) Independent public accountant's report based on an examination of the statement of financial condition.
- [ (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable.
- [ (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.
- [ [w] Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable.
- [] (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable.
- □ (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12(k).
- J (z) Other:
- \*\* To request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.180-7(d)(2), as applicable.

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# TEXTURE CAPITAL INC

# JUNE 30, 2025

### TABLE OF CONTENTS

# Report of Independent Registered Public Accounting Firm

| Financial Statement:             |     |
|----------------------------------|-----|
| Statement of Financial Condition |     |
| Notes to the Financial Statement | 2-5 |

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# TEXTURE CAPITAL INC STATEMENT OF CASH FLOWS JUNE 30, 2025

#### ASSETS

| Cash                                                   | ಕ್ಕಿ | 441,881     |
|--------------------------------------------------------|------|-------------|
| Due from Affiliates                                    |      | 42,953      |
| Accounts Receivable                                    |      | 31,763      |
| Prepaid expenses                                       |      | 13,788      |
| Deposits with FINRA                                    |      | 222         |
| Total assets                                           | ക    | 530,607     |
|                                                        |      |             |
| LIABILITIES AND STOCKHOLDER'S EQUITY                   |      |             |
| Liabilities:                                           |      |             |
| Deferred Revenue                                       | ಕ್ಕಿ | 32,495      |
| Accounts payable                                       |      | 19,005      |
| Other liabilities                                      |      | 3,071       |
| Total liabilities                                      |      | 54,571      |
| Stockholder's Equity:                                  |      |             |
| Common Stock, par value \$.01, 1,500 shares authorized |      |             |
| 1,500 shares issued and outstanding                    |      | 15          |
| Additional paid-in capital                             |      | 1,553,575   |
| Accumulated deficit                                    |      | (1,077,554) |
| Total stockholder's equity                             |      | 476,036     |
| Total liabilities and stockholder's equity             | ക്ക  | 530,607     |

See accompanying notes to the Financial Statement

1

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### 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Texture Capital Inc (the "Company") is a wholly-owned subsidiary of Texture Holdings Corporation (the "Parent"). The Company was organized on November 8, 2018 as a Delaware corporation and is registered to do business in New York as a foreign entity. The Company is a registered broker-dealer under the Securities Exchange Act of 1934 and is a member of both the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investor Protection Corporation ("SIPC"), as of September 28, 2020. The Company operates an alternative trading system and a platform for initial digital securities offerings. In addition, the Company conducts private placement of securities and investment advisory services.

The Company does not claim an exemption from SEC Rule 15c3-3 of the Securities Exchange Act of 1934, in reliance on Footnote 74 to SEC Release 34-70073 which provides that 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.

The accompanying financial statements have been prepared from the separate records maintained by the Company and, due to certain transactions and agreements with the Parent, such financial statements may not necessarily be indicative of the financial condition that would have existed or the results that would have been obtained from operations had the Company operated as an unaffiliated entity.

# 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

# Concentration of risk

The Company maintains cash in a bank account which is interest bearing. Interest bearing and non-interest bearing accounts are insured by the FDIC up to \$250,000 per financial institution. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash.

#### 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

#### Income taxes

As a wholly-owned company, the Company files under the Parent's federal consolidated tax return in which all items of income, expense, gains and losses are consolidated with the Parent for tax purposes. The Company has no unrecognized tax benefits at June 30, 2025.

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# TEXTURE CAPITAL INC NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2025

# 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

### Uncertain tax positions

The Company recognizes and measures its unrecognized tax benefits in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification("ASC") 740, Income Taxes. Under that guidance, the Company assesses the likelihood, based on their technical merit, that tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. As of June 30, 2025, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

The Company's conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors. Generally, Federal, state and local authorities may examine the Company's tax returns for three years from the date of filing.

### Financial instruments – credit losses

In accordance with FASB ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," the ASU adds to U.S. GAAP an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. The Company must recognize as an allowance, its estimate of lifetime expected credit losses, which the FASB believes will result in more timely recognition of such losses, if any. A broker-dealer's estimate of expected losses should consider the expected risk of credit loss even if that risk is remote, regardless of the method applied to estimate credit losses.

A broker-dealer, however, is not required to measure expected credit losses on a financial asset (or group of financial assets) in which historical credit loss information adjusted for current conditions and reasonable and supportable forecasts results in an expectation that nonpayment of the amortized cost basis is remote. For financial assets measured at amortized cost (i.e. cash), the Company has concluded that there are no expected credit losses based on the nature or expected life of the financial assets and immaterial historic or expected losses.

#### Revenue recognition

In accordance with ASU No. 2014-09, "Revenue from Contracts with Customers" (ASC Topic 606) revenues from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring the promised services to the customers. A service is transferred to a customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied at a point in time or overtime. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised service. Revenue from a performance obligation satisfied over time is recognized by measuring the

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# 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company's progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer. The amount of revenue recognized reflects the consideration the Company expects to receive in exchange for those promised services (i.e., the "transaction price"). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration, if any.

The Company earns fees from providing a platform for issuers to offer digital security offerings for sale and acting as a placement agent. The Company earns non-refundable retainer fees, which are due and payable pursuant to the terms of the agreement, for the establishment and development of each issuer's platform. Revenue from retainer fees is recognized when the services are rendered and related expenses are recorded when incurred. Placement fees are recognized when transactions are consummated.

The Company's revenues from contracts with customers are recognized when the performance obligations are satisfied at an amount that reflects the consideration expected to be received in exchange for such services. Placement fees are earned at a point in time and retainer fees are earned over time.

# Adoption of new accounting standards

The FASB issued (ASU) 2023-07, "Segment Reporting" (Topic 280) which increased disclosure requirements regarding a public entity's reportable segments effective for fiscal years beginning after December 15, 2023. ASU 2023-07 requires incremental line-item disclosures about each reportable segment's expenses as well as profit and losses. The ASU became effective for the Company on July 1, 2024.

The Company has evaluated the guidance there under and has determined that The Company operates as one operating segment. For further discussion refer to Note 5, Reportable Segments.

# 3. NET CAPITAL REQUIREMENTS

The Company is subject to the uniform net capital requirements of Rule 15c3-1 of the Securities and Exchange Act, as amended, which requires the Company to maintain, at all times, sufficient liquid assets to cover indebtedness. In accordance with the Rule, the Company is required to maintain defined minimum net capital of the greater of \$250,000 or 6 2/3% of aggregate indebtedness.

At June 30, 2025, the Company had net capital, as defined, of \$387,309, which exceeded the required minimum net capital of \$250,000 by \$137,309. Aggregate indebtedness at June 30, 2025 totaled \$54,571. The Company's percentage of aggregate indebtedness to net capital was 14.09%.

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# 4. RELATED PARTY TRANSACTIONS

Pursuant to technology licensing and services agreement with the Parent, the Company incurs fees for the use of the Parent's technology platform ("Texture offering platform"). The Texture offering platform facilitates the primary issuance of exempt securities via a webbased platform that brings together online investors and those persons or entities desiring to raise capital. For the year ended June 30, 2025, the Company reported \$100,000 in expenses as platform fee paid to affiliate.

# 5. COMMITMENTS AND CONTINGENCIES

As of June 30, 2025, the Company is not aware of any commitments, contingencies or guarantees that may result in a loss or any future obligation.

# 6. REPORTABLE SEGMENTS

The Company is engaged in a single line of business as a placement agent. The Company has identified its President as the chief operating decision maker (CODM). The CODM predominately 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 3), 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 dividends. 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 profit and loss of the segment as the same as those described in Footnote 2, summary of significant accounting policies.

# 7. SUBSEQUENT EVENTS

As noted in Footnote 6, management evaluates the financial results of the business and acknowledges historical losses. The Parent asserts its commitment to ensuring net capital compliance is maintained. Third party, CoreNest Holdings has agreed to purchase equity in the Parent of the Company. The purchase is expected to close August, 2025.

Management of the Company has evaluated events and transactions that may have occurred since June 30, 2025, and determined that there are no material events that would require disclosures in the Company's financial statements.


Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.