CRS
REGULATION BEST INTEREST DISCLOSURE STATEMENT
MARV Capital, Inc.
1 West End Avenue
Suite 11D
New York, NY 10023
Email: support@unboundxinc.com
Website: www.ubverse.unboundx.co
Effective Date: June 5, 2025
INTRODUCTION
This Regulation Best Interest Disclosure Statement (“Disclosure Statement”) is provided by MARV Capital Inc. (“MARV Capital,” “we,” “us,” or “our”) in accordance with Securities and Exchange Commission (“SEC”) Regulation Best Interest (“Reg BI”). This document contains important information about our broker-dealer services, the scope and terms of our relationship with you, material fees and costs, conflicts of interest, and the standards of conduct that apply when we make recommendations to retail customers.
MARV Capital Inc. is a registered broker-dealer with the SEC (CRD #104390) and a member of FINRA and SIPC. We operate the UnBound X platform (“UBverse”), which facilitates investments in private securities offerings.
Important: This Disclosure Statement supplements our Form CRS and other account documentation. Please review all documents carefully and retain them for your records.
OUR SERVICES AND RELATIONSHIP WITH YOU
Services We Provide
MARV Capital provides brokerage services through the UBverse platform, specializing in:
- Primary Offerings
- Regulation D Rule 506(c) – Private placements limited to accredited investors
- Regulation A+ (Tier 2) – Securities offerings up to $75 million annually
- Regulation Crowdfunding – Securities offerings up to $5 million annually
- Secondary Market Services (when available)
- Facilitation of secondary transactions between qualified buyers and sellers
- Order matching and execution services
- Settlement and clearing services through Alpaca Securities LLC
Nature of Our Relationship
Broker-Dealer Capacity: We act solely as a broker-dealer, not as an investment adviser. When we make recommendations, we do so in our capacity as a broker-dealer subject to Reg BI.
Non-Discretionary Services: You maintain full control over all investment decisions. We do not have discretionary authority over your account.
Limited Monitoring: We do not provide ongoing monitoring of your investments or portfolio unless separately agreed in writing. You are responsible for all investment decisions and ongoing review of your holdings.
Transaction-Based Relationship: Our services are transaction-based. We facilitate individual securities transactions but do not provide ongoing portfolio management.
Account Requirements and Limitations
- Accredited Investor Verification: Required for Regulation D investments
- Investment Minimums: Vary by offering (typically $100-$10,000)
- Geographic Restrictions: Some offerings may have state-specific limitations
- Platform Membership: May be required for certain features
RECOMMENDATIONS AND BEST INTEREST STANDARD
When We Make Recommendations
We may make recommendations regarding:
- Specific securities offerings on our platform
- Account types or features
- Investment strategies involving securities on our platform
Our Obligation: When we make a recommendation, we must act in your best interest at the time of the recommendation without placing our financial or other interests ahead of yours.
Information We Consider
Before making any recommendation, we consider:
- Information you provide about your investment objectives
- Your financial situation and needs
- Your investment experience and risk tolerance
- The characteristics of the recommended security
- Costs and risks associated with the recommendation
Limitations on Recommendations
We do NOT provide:
- Personalized portfolio advice
- Tax, legal, or accounting advice
- Recommendations on securities not offered on our platform
- Ongoing investment monitoring services
MATERIAL FEES AND COSTS
You will pay fees and costs whether you make or lose money on your investments. These fees and costs will reduce any amount of money you make on your investments over time.
Investor-Paid Fees
| Fee Type | Amount | When Charged |
| Transaction Fee | Up to 3.5% | At time of investment (if applicable) |
| Secondary Trading | Up to 5% | Per transaction (buyer and seller) |
| Platform Access | Varies | Annual membership (if required) |
| Wire Transfer | $25 | Per outgoing wire |
| Account Closure | $0 | No charge |
Issuer-Paid Compensation
We typically receive compensation from issuers, not directly from you:
| Compensation Type | Typical Range | Description |
| Placement Fees | 5-10% | Percentage of capital raised |
| Warrants/Equity | Up to 5% | Equity compensation from issuer |
| Due Diligence Fees | $5,000-25,000 | One-time fee for offering review |
| Marketing Support | $2,500-10,000/month | Monthly retainer for investor outreach |
Example: If you invest $10,000 in an offering with a 3.5% convenience fee, your total cost would be $10,350, with $10,000 invested and $350 in fees.
CONFLICTS OF INTEREST
We have conflicts of interest that could affect the recommendations we provide. You should understand these conflicts and ask questions about how they might affect you.
Transaction-Based Conflicts
Compensation Structure Creates Incentives:
- We earn more revenue when you make more transactions
- Larger investments generate higher placement fees
- We receive compensation primarily from issuers, not investors
Why This Matters: These incentives could influence us to recommend more frequent transactions or larger investments than necessary for your objectives.
Product-Specific Conflicts
Limited Product Menu:
- We only offer securities of issuers that engage us as placement agent
- We do not offer competing products from other platforms
- Our revenue depends on the success of offerings we facilitate
Affiliated Issuers:
- Some issuers may be affiliated with UnBound X Inc. or MARV Capital
- Affiliated issuers may receive preferential platform placement
- We may have equity interests in certain issuers
Marketing and Promotion Conflicts
Issuer Marketing Payments:
- Issuers paying monthly marketing fees receive enhanced promotion
- We may prioritize outreach for issuers paying marketing support fees
- Featured placement on platform may depend on fee arrangements
Financial Professional Compensation
Our financial professionals receive:
- Base salary
- Performance bonuses based on:
- Individual revenue generation
- New account acquisition
- Overall firm performance
- Success of recommended offerings
Why This Matters: This compensation structure may incentivize recommendations that generate higher fees rather than those best suited to your needs.
RISK DISCLOSURES
General Investment Risks
All investments involve risk, including potential loss of your entire investment. Private securities offerings carry particular risks:
Liquidity Risk: These securities are highly illiquid. No public market exists, and none may develop. You may be unable to sell your investment for years, if ever.
Loss of Capital: Most startups and early-stage companies fail. You should be prepared to lose your entire investment.
Dilution Risk: Your ownership percentage may be diluted by future financing rounds, employee stock grants, or warrant exercises.
Limited Information: Private companies provide less information than public companies. Financial statements may be unaudited.
No Guarantee of Returns: Past performance does not guarantee future results. Projected returns are speculative.
Platform-Specific Risks
Concentration Risk: Our platform offers a limited selection of investments, preventing proper diversification.
Conflict Risk: Our compensation structure may influence which investments are offered or recommended.
Technology Risk: Platform outages or cyberattacks could affect your ability to transact or access information.
Regulatory Risk: Changes in regulations could affect the availability or value of offerings.
MITIGATION OF CONFLICTS
We have implemented policies and procedures to address conflicts of interest:
Supervisory Structure
- Independent compliance oversight of all recommendations
- Regular review of recommendation patterns and outcomes
- Prohibition on sales contests and quotas based on specific products
Disclosure Practices
- Clear disclosure of all material conflicts
- Transparency about compensation arrangements
- Detailed offering documents for each investment
Training and Standards
- Regular training on Reg BI requirements
- Documentation of recommendation rationale
- Systematic review of customer complaints and concerns
Restrictions and Limitations
- Prohibition on recommending investments solely due to higher compensation
- Required suitability assessment for all recommendations
- Independent due diligence process for all offerings
ADDITIONAL IMPORTANT INFORMATION
Customer Responsibilities
You are responsible for:
- Providing accurate and complete information about your financial situation
- Reviewing all offering documents before investing
- Making your own investment decisions
- Monitoring your investments
- Understanding the risks involved
How to Get More Information
For Questions About:
- This disclosure: Contact compliance@unboundxinc.com
- Specific offerings: Review offering circulars and related documents
- Your account: Contact support@unboundxinc.com
- Our Form CRS: Visit https://unboundxinc.com/legal/crs
Reporting Concerns
If you have concerns about your account or our services:
- Contact our Chief Compliance Officer at compliance@unboundxinc.com
- File a complaint with FINRA at www.finra.org
- Contact the SEC at www.sec.gov/complaint
Document Retention
Please retain this disclosure along with:
- Your account agreement
- Form CRS
- Offering documents for your investments
- Trade confirmations and account statements
Updates to This Disclosure
We may update this disclosure at any time. Material changes will be:
- Posted on our website
- Delivered to affected customers
- Filed with FINRA as required
Current Version Date: November 1, 2025
Last Updated: June 5, 2025
QUESTIONS TO ASK
Before making an investment, consider asking:
About Recommendations:
- Why is this investment suitable for me?
- What are the specific risks?
- How does your compensation affect this recommendation?
- Are there similar investments with lower fees?
About Conflicts:
- Does the issuer pay you marketing fees?
- Are you affiliated with this issuer?
- How much will you earn from my investment?
- Do you receive equity compensation from this issuer?
About Risks:
- What happens if the company fails?
- When and how can I sell this investment?
- What information will I receive about my investment?
- How is this investment different from public securities?
ACKNOWLEDGMENT
This Regulation Best Interest Disclosure Statement is effective as of June 5, 2025.
MARV Capital Inc. is committed to acting in your best interest when making recommendations. We encourage you to:
- Read this disclosure carefully
- Ask questions about anything you don’t understand
- Consider the risks and your personal financial situation
- Retain this document for your records
For the most current version of this disclosure, visit: www.ubverse.com/reg-bi-disclosure
MARV Capital Inc.
Member FINRA | Member SIPC
CRD #104390