Regulatory and Security Disclosures and Policies
Mammoth is regulated by FINRA and is a part of the Securities Investor Protection Corporation.
Regulation Best Interest Disclosure
This disclosure provides information about the business practices, compensation and conflicts of interest related to the brokerage business of The Securities Group, LLC, dba Mammoth Research (“The Securities Group”, “Mammoth Research”, “our”, “we”, “us”) offers brokerage services to you and our customers. This guide summarizes important information concerning the scope and terms of those brokerage services that are offered by us and details the material conflicts of interest that arise through our delivery of brokerage services to you. We encourage you to review this information carefully, and disclosure documentation you may receive or have received from us.
As you review this information, we would like to remind you that we are registered with the U.S. Securities and Exchange Commission (“SEC”) as a broker-dealer providing brokerage services, and a member firm of the Financial Industry Regulatory Authority (“FINRA”). As a broker-dealer, Mammoth Research transacts business in private placement securities and offers or engages in on-line trading/electronic trading and Direct Participation Programs on a best efforts basis. We do not open brokerage accounts and thus, do not provide recommendations of types of accounts. Additional information about The Securities Group dba Mammoth Research and its financial professionals is available on FINRA’s website at www.brokercheck.finra.org, or via the SEC’s website at www.sec.gov.
Our brokerage services are the primary focus of this guide. Our Form CRS contains important information about the types of services we offer along with general information related to compensation, conflicts of interest, disciplinary action, and other reportable legal information.
Please note that not all of the conflicts described in this disclosure apply to a particular investment professional of Mammoth Research (“Registered Representative”), his or her services, or all the products we market. The types and amounts of compensation we receive change over time. You should ask your financial professional if you have any questions about compensation, costs, fees, or conflicts of interest.
Please carefully review and consider the information contained in each section set forth in this disclosure.
We provide our clients with access to offerings of unregistered debt or equity securities (“private placements”, “private placement investments” and or “investments”). Our services include the determination of investor suitability for investment in private placements, making investment recommendations consistent with your investment strategy, and facilitating the execution and settlement of your private placement securities transactions. Additionally, our services are provided on a non-discretionary basis, and while we may recommend private placement investments for you, the ultimate investment decision regarding the purchase of private placement investments will be yours. Finally, our recommendations are made in a brokerage capacity, and as such, we do not agree to enter into a fiduciary relationship with you. For more information on our services, contact your Registered Representative, or you can contact Kim Tillett-Poole at email@example.com or (800) 618 – 2299.
Our services include the determination of suitability for investment in private placement securities and facilitating the execution and settlement of your private placement investment transactions. Additionally, Mammoth provides recommendations with regards to the private placements we market. Those recommendations are based upon our due diligence regarding the sponsor or issuer of the private placement, and the proposed business activities related to the offering. We ensure we have a reasonable basis to believe private placements are appropriate for at least some investors and base our recommendations on the appropriateness for specific customers based on their investment profile. We take into account care, skill, and costs when making recommendations to you. We are also obligated to ensure we have your best interest in mind when we make a series of recommendations to you. It is important for you to understand that when your Registered Representative makes a recommendation to you, we are obligated to ensure the recommendation is in your best interest based on your stated investment objective, risk tolerance, liquidity needs, time horizon, financial needs, tax status, and other financial information you provide us. You may accept or reject any recommendation.
While we are required to consider reasonably available alternatives, our Firm is only permitted to engage in private placement activity. Therefore, the only reasonable alternatives we may provide to you are other available private placement offerings at that point in time. As stated, our recommendations are tailored to your best interest based on your financial profile.
Account Monitoring, and Incidental Brokerage Services
We do not commit to, nor do we provide for, the on-going monitoring of your private placement investments. It is your responsibility to monitor the investments, and we encourage you to do so regularly. Additionally, from time to time we may provide you with additional information and resources to assist you with understanding private placement securities. This may include by way of example, resources, sales and marketing materials, and/or performance reports. When we offer these services and information, we do so as a courtesy to you. These activities are not designed to monitor specific investment holdings, they do not contain specific investment recommendations about investment holdings, and you should not consider them a recommendation to hold or sell any particular private placement investment you may have. Upon your request, we will review such information and reports with you and may provide you with investment recommendations, but we are not under a specific obligation to do so.
Minimum Investment Requirements
It is important for you to understand that all investment recommendations and activities involve risk, including the risk that you may lose your entire investment. Further, some investments involve more risk than other investments. Higher-risk investments may have the potential for higher returns but also for greater losses. The higher your “risk tolerance,” meaning the amount of risk or loss you are willing and able to accept in order to achieve your investment goals, the more you may decide to invest in higher-risk investments offering the potential for greater returns. We align your risk tolerances with investment needs when we offer you private placement investments. You should select the investment objective and risk tolerance best aligned with your goals and needs.
Investment goals typically have different time horizons and different income and growth objectives. Generally, investment goals are on a spectrum, with “Income” investors typically holding the smallest percentage of higher-risk investments, followed by “Growth and Income” investors holding some higher-risk investments, and finally “Growth” investors holding a significant portion of their portfolio in higher-risk investments. Risk tolerance also varies, and we measure it on a continuum that increases from “Conservative” to “Moderate” to “Aggressive,” and finally “Trading and Speculation.” See the chart below for details.
Our recommendations are based in part on your risk tolerance and investment objective as outlined above. We encourage you to carefully consider your investment objective and risk tolerance before investing.
Brokerage Fees and Our Compensation
You may pay transaction-based fees when you decide to acquire a private placement investment recommended by Mammoth. These transaction-based fees are generally referred to as a “commission” or a “private placement fee” and are typically paid by the issuer of the investment. Transaction-based fees are based on a host of factors, including, but not limited to the specific terms and conditions set forth by the sponsor or issuers in the Offering Documents.
Administrative and Service Fees
We do not charge clients additional administrative or service fees related to their private placement investments.
How We Are Compensated General
With regards to some transactions, we receive direct compensation in connection with your investment in a private placement investment. Direct compensation is generally a commission paid directly out of your initial respective private placement investment proceeds or a carried interest in the respective offering. Indirect compensation is compensation that is earned in ways other than through your initial investment in a private placement and may impact the value of the associated private placement investment. The section below describes the compensation that we receive in connection with private placement investments that we may make available to you.
Private Placement Compensation
When Mammoth recommends a private placement, our compensation is based on the number of investors who invest capital in a private placement. The amount payable to us is set out and disclosed in the Offering Documents that we provide you. The amount payable to us is non-negotiable, as it is negotiated between the sponsor or issuer of the private placement and us, prior to the offering of the private placement securities to potential investors. Our compensation is generally paid out of the proceeds of the offering by the issuer, although it may be paid by the sponsor or an affiliated entity. See the respective Offering Documents for a complete discussion of the compensation arrangements with the sponsor/issuers and Mammoth Research.
Our Registered Representative will provide you with the most recent Offering Documents, which in addition to disclosing our compensation arrangements, also discloses additional fees and costs imposed on the private placement investment by the issuer and its affiliates, risks related to investing in that private placement, the minimum investments accepted, if applicable, and the suitability requirements of investors, and other information critical to an investors decision to invest in any such private placement investment. It should be noted that private placement securities are illiquid and considered risky investments, there is no public market for the securities, and no such public market is expected to develop in the future.
We do not participate in any revenue sharing arrangements with the sponsors or issuers of private placement investments.
Conflicts of Interest
Like all financial service providers, Mammoth Research and its Registered Representatives may have conflicts of interest when we provide brokerage services to you. A conflict of interest is a situation in which we engage in a transaction or activity where our interest is materially adverse to your interest. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address the Firm’s and Associated Persons’ conflicts of interest associated with our recommendations to you.
Our conflicts of interest are typically the result of compensation structures and other financial arrangements between us, our Registered Representatives, our clients and third parties. We receive compensation from sponsors and issuers as described in the Offering Documents. Securities rules allow for us to earn compensation when we provide services to our affiliates. However, the compensation that we receive from the offering varies based upon the number of investors investing, which creates a financial incentive to recommend private placement investments that generate greater compensation to us.
We are committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest to ensure we act in your best interest when providing recommendations to you. Below you will find additional information related to our conflicts of interest. This information is not intended to be an all-inclusive list of our conflicts, but generally describes those conflicts that are material to your brokerage relationship.
Compensation We Receive from Clients
You pay commissions and or private placement fees in connection with the buying of each private placement. Where these fees apply, the more transactions you enter into, the more compensation that we and your Registered Representative receive. This compensation creates an incentive for us to recommend that you buy these investments. We also have an incentive to recommend that you purchase private placements that carry higher fees, instead of private placements that carry lower fees or no fees at all.
Compensation We Receive from Third Parties
Other than the transaction-based compensation described above, we generally receive no additional compensation from sponsors, issuers or other third parties; however, we may receive the compensation and benefits described below. Note that the Firm does not engage in sales contests or quotas based on the sale of specific products.
Additional Compensation and Benefits from Product Sponsors and Other Third Parties
We and our Registered Representatives, associates, employees, and agents may receive additional compensation from sponsors, issuers and other third parties including:
- An occasional dinner or ticket to a sporting event, or reimbursement in connection with business development activities.
- Payment or reimbursement for the costs associated with education, training, marketing, or advertising initiatives, including marketing to prospective investors, that are attended by our employees, agents, and Registered Representatives.
The amount of these payments or benefits is not dependent or related to the level of assets you or any other of our clients invest through us or with the product sponsor.
Compensation Related to Affiliates
The Securities Group dba Mammoth Research markets the private placement
offerings sponsored and or issued by Mammoth Scientific, LLC (“Mammoth Scientific”), Mammoth’s affiliated Exempt Reporting Advisor. Certain of our Mammoth Research Registered Representatives that market the private placement offerings of Mammoth Scientific (“Mammoth Registered Representatives”) are affiliated with both Mammoth Scientific and Mammoth Research through common ownership, management and control. As such, the Mammoth Registered Representatives may participate in both direct securities compensation as Mammoth Research Registered Representatives and indirect compensation as a result of their affiliation with Mammoth Scientific, and its affiliated funds. Thus, Mammoth Registered Representatives are incentivized to recommend Mammoth Scientific private placement investments in that they may receive compensation from both Mammoth Research and Mammoth Scientific. The indirect compensation from Mammoth Scientific and its affiliated funds is disclosed in the offering materials prepared and issued by Mammoth Scientific on behalf of its private fund offerings. We have controls established to identify and mitigate this risk through both oral and written disclosures.
The Securities Group LLC dba Mammoth Research is also affiliated with Vestia Personal Wealth Advisors, which is affiliated with the Firm via common control person. Vestia is a nominal, indirect owner of the broker-dealer and therefore may receive compensation as result of revenue generated by the broker-dealer. Mammoth Research is also affiliated with Registered Investment Advisory Firm, Mammoth Advisors, LLC.
Compensation Received by Registered Representatives
Registered Representatives may be compensated based on a base salary or on the percentage of revenue generated from the sales of private placement investment products and acquired by clients. For Mammoth Registered Representatives, this compensation may vary based upon the private placement investment associated with the brokerage recommendations of Mammoth. Thus, Mammoth Registered Representatives are incentivized to recommend private placement investments that they are affiliated with. We have controls established to identify and mitigate this risk.
A Mammoth Registered Representative’s payout schedule (periodically adjusted by us at our discretion) increases with production and asset levels. Registered Representatives also may be eligible for annual or ongoing bonus awards based upon a variety of factors that include, overall production or other targets, as well as compliance with our policies and procedures and meeting best business practices. As a result, Registered Representatives have an incentive to provide recommendations that result in selling more private placement investment products, as well as private placement investment products that carry higher fees, to increase commissions.
Non-cash compensation is provided to Registered Representatives in the form of credits toward business expense accounts and certain titles. Registered Representatives are also compensated in the form of education meetings. Portions of these programs may be subsidized by external vendors, such as sponsors and issuers. Consequently, sponsors and issuers that sponsor and/or participate in education meetings gain opportunities to build relations with Registered Representatives, which could lead to sales of such issuers private placements.
Exempt Reporting Advisor Disclosure
We cannot guarantee any firm will experience similar results. Your firm’s results may be better or worse. Venture fund management provided by Mammoth Scientific, LLC, an Exempt Reporting Adviser. Private capital platform services provided by The Securities Group, LLC dba Mammoth Research. Member FINRA/SIPC. Securities offered by Mammoth Scientific have not been registered under the Securities Act of 1933, as amended or the securities laws of any state or other jurisdictions in reliance upon exemptions from registration provided by the Securities Act and Regulation D Rule 506(c) and comparable exemptions.
Mammoth Scientific is an investment advisor to certain venture capital funds and files as an exempt reporting advisor, but that status does not imply a certain level of skill or training.
PRIVATE COMPANIES AND PRIVATE INVESTMENTS INVOLVE UNIQUE RISKS. YOU SHOULD BE AWARE THAT WHEN INVESTING IN PRIVATE INVESTMENTS, YOU COULD LOSE YOUR ENTIRE INVESTMENT. WE RECOMMEND INVESTORS ONLY INVEST FUNDS WHICH THEY HAVE THE FINANCIAL CAPACITY TO LOSE.
Mammoth Research, LLC, Mammoth Scientific, LLC and Mammoth Investors, LLC do not provide specific tax advice. Each investor has unique tax circumstances. Please consult your tax professional to assess your specific circumstances.
Case Study Disclosure
Mammoth and Vestia are affiliated entities as they share Tommy Martin as a common control individual and Vestia’s parent company holds an ownership interest in Mammoth. The relationship means that certain transactions and circumstances may result in financial benefit for one or both parties.
Nothing in this content is a guarantee, promise, assurance or a representation as to the projected results, future events or performance. Past performance does not indicate future success. Additionally, this content does not include all material terms and is not an offering document.
PRIVATE COMPANIES AND PRIVATE INVESTMENTS INVOLVE UNIQUE RISKS. YOU SHOULD BE AWARE THAT AN INVESTOR COULD LOSE HIS OR HER ENTIRE INVESTMENT.
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Business Continuity Plan
The Securities Group, LLC dba Mammoth Research (the “Firm”) has developed this Business Continuity Plan (“BCP”)detailing how the Firm will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions are unpredictable, the Firm has an obligation to prepare for unforeseen events as they occur. This BCP is designed to permit the Firm to resume operations in a reasonable amount of time at a secure remote location, given the scope and severity of a major event.
Contacting Us – If after a significant business disruption you cannot contact us as you usually do at 800-618-2299, you should contact us via email at firstname.lastname@example.org, or go to www.thesecuritiesgroup.com.
Our Business Continuity Plan – We plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the Firm’s books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of the significant business disruption. In order to accommodate our recovery time objective, telephone service will continue, and normal work processes will resume at an alternate worksite. Recovery times may vary depending on the nature and severity of the disruption; however, our recovery time objective for mission critical operations is 0-72 hours. If the significant business disruption is so severe that it prevents us from conducting business, we will update our voice message.
Varying Disruptions – Significant business disruptions can vary in their scope. The severity of the disruption can also vary from minimal to severe. In a disruption to only our Firm, we will transfer our operations to a local site when needed and expect to recover and resume business within 24 hours. In a disruption affecting our business district, city, or region, we will transfer our operations to a site outside of the affected area and recover and resume business within 48 hours. In either situation, we plan to continue business and notify you through our web site www.mammoth.is or our customer emergency number, 800-618-2299.
Response to a Pandemic – To the extent that one of the Firm’s locations is in an area where a pandemic has been declared, if travel restrictions have not been imposed, a Designated Principal shall consider temporarily moving key personnel to an alternative location or implement the Firm’s Remote Working procedures.
Remote Working Policy – Mammoth allows registered representatives to work remotely. As a result, additional policies and procedures tailored to such circumstances have been implemented to assist registered representatives and other personnel in continuing business during an SBD and ensuring compliance with updating circumstances, rules, and regulations.
Testing and Updates – At a minimum, the Firm’s Business Continuity Plan is reviewed and updated on an annual basis. Additionally, our primary internal and external application providers periodically conduct testing of their own backup capabilities to ensure that, in the event of an emergency or significant business disruption, they will be able to provide us with the critical information and applications we need to continue or promptly resume our business. Our business continuity plan is designed to allow us to continue to provide the quality service you have come to expect from Mammoth.
For more information – If you have questions about our business continuity planning, you can contact us at 800-618-2299.
This plan is subject to modification, an updated summary will be promptly posted on our website and customers may alternatively obtain updated summaries by requesting a written copy by mail.
Last Updated: March 2023
Mammoth Admin & Tech, LLC dba Mammoth Technology (“we” or “our”) respects your right to privacy and recognizes our responsibility for protecting the privacy and security of the personal information we receive from you. We are committed to securing the confidentiality and integrity of your personal information. We are proud of our privacy practices and want our current and prospective customers to understand what information we collect and how we use it.
Why We Collect Your Information
We gather and keep only information about you that is necessary for us to provide the services requested by you, administer your business with us, design and improve the services we offer and comply with the laws and regulations that govern us.
What Information We Collect
We may collect the following types of ‘nonpublic personal information’ about you:
- Information about your identity, such as your name, address, email, phone number and social security
- Information about your transactions
- Information about your personal financial profile, such as your risk tolerance levels, goals and objectives, assets, liabilities, savings, and investments.
- Professional, industry, education and employment-related information
- Geolocation Data and Demographic Data
- Signature, online identifier, internet protocol address or similar identifiers
- Account login credentials (i.e., usernames & passwords), user content
What Sources We Obtain Your Information From
We collect nonpublic personal information about our clients, such as you, from the following sources:
- Information we receive from you on contracts or other forms, such as subscription agreements, applications, questionnaires and/or similar documents
- Information about your transactions with our company, our affiliates, or others.
- If you visit our website, information we collect via a web server (often referred to as a “cookie”). Cookies indicate where a site visitor has been online and what has been viewed.
Disclosure of your Personal Information
We only share your nonpublic personal information with your representative within our firm, our affiliated companies, including Mammoth Scientific, LLC, Mammoth Investors, LLC, and non-affiliated companies or individuals as permitted by law, such as mutual funds, insurance companies, and other product vendors, or to comply with legal or regulatory requirements. With your approval, we also may share information with your advisors, which can include your financial advisor, accountant and/or attorney. Additionally, in the normal course of our business, we may disclose information we collect about you to companies or individuals that contract with us to perform servicing functions such as:
- Record keeping.
- Computer-related services such as debugging and to communicate with you.
- Good faith disclosure to regulators who have regulatory authority over the company.
Companies we hire to provide support services are not allowed to use your personal information for their own purposes and are contractually obligated to maintain strict confidentiality. We limit their use of your personal information to the performance of the specific service we have requested. Notwithstanding the above, we will not release information about our customers or former customers unless we receive your prior written consent, we believe the recipient to be you or your authorized representative or we are required by law to release information to the recipient.
We do not sell your personal information to anyone.
Confidentiality and Security
We require all nonaffiliated organizations and vendors to keep client data confidential and use appropriate security measures to protect it. They must also be contractually obligated to keep the information provided confidential and used as requested. Furthermore, we will continue to adhere to the privacy policies and practices described in this notice even after your account is closed or becomes inactive. We maintain physical, electronic, and procedural safeguards to guard your personal information.
Cookies and Other Tracking Technologies
Your Privacy Rights with Respect to your Personal Information
Depending on your state of residency, you have the following rights with respect to your personal information:
- To access and request certain information about the processing of your personal information
- To obtain a portable copy of your personal information
- To correct personal information
- To delete personal information
- To restrict processing of certain personal information
- To object to the processing of personal information
- To withdraw consent, where there was a lawful reason for processing
- To lodge a complaint with a relevant supervisory authority
Please keep in mind that if you exercise such rights, this may affect our ability to provide our services or products to
California Privacy Rights
Certain information we collect, which may include your log-in and password, may constitute “sensitive personal information” as defined by California privacy law. We only use any such sensitive personal information to provide our services and products or as otherwise permitted under California privacy law. While we do not “sell” or “share” your personal information in exchange for money for targeted advertising, to the extent that any practices described in this policy are considered “selling” or “sharing” under California privacy law, you may submit a request to email@example.com with a subject line stating “Do Not Sell’ or Share my Personal Information” to opt out of future sales in other contexts. If you choose to exercise these rights, you also have a right not to receive discriminatory treatment for exercising your rights.
Under California Civil Code Section 1798.83, California customers are entitled to request information relating to whether a business has disclosed personal information to any third parties for the third parties’ direct marketing purposes. That notice will identify the categories of information shared and will include a list of the third parties and affiliates with which it was shared, along with their names and addresses. If you are a California resident and would like to make such a request, please submit your request in writing at the address information below and please include “California Privacy Rights” in the subject line of your email.
We have taken steps to assure that all third-party vendors have confidentiality clauses to protect your information. Should we not have such written agreements in place, then you have the option to “opt-out” of the sharing of this information. If you desire to opt-out for those instances that we do not have the confidentiality clause, you should provide us with written instructions forwarded to Chief Compliance Officer at the address set out above. Additionally, the law allows you to “opt-out” of only certain kinds of information sharing with third parties. We do not share personal information about you with any third parties that trigger this opt-out right. This means you are already opted out of these sharing situations.
Where recognized, we treat global privacy control signals as a request to opt-out of the “sale” or “sharing” of personal
information. Additionally, certain browser plug-ins provide options for communicating opt-out preference signals
such as global privacy control.
To Contact Us
If you wish to access, correct, delete, or restrict use of your personal information contained in public records
information, you will need to contact the third-party supplier of the information directly.
Changes to Our Privacy Notice
Last Updated March 28, 2023
Responsible Disclosure Policy
Responsible Disclosure Policy
Data security is a top priority for Mammoth Research, LLC, Mammoth Scientific, LLC and Mammoth Investors, LLC (hereafter “Mammoth”), and Mammoth believes that working with skilled security researchers can identify weaknesses in any technology.
If you believe you’ve found a security vulnerability in Mammoth’s service, please notify us; we will work with you to resolve the issue promptly.
- If you believe you’ve discovered a potential vulnerability, please let us know by emailing us at . We will acknowledge your email promptly.
- Provide us with a reasonable amount of time to resolve the issue before disclosing it to the public or a third party.
- Make a good faith effort to avoid violating privacy, destroying data, or interrupting or degrading the Mammoth service. Please only interact with accounts you own or for which you have explicit permission from the account holder.
While researching, we’d like you to refrain from:
- Distributed Denial of Service (DDoS)
- Social engineering or phishing of Mammoth employees or contractors
- Any attacks against Mammoth’s physical property or data centers
We may revise these guidelines from time to time. The most current version of the guidelines will be available at www.Mammoth.is/security
Mammoth is always open to feedback, questions, and suggestions. If you would like to talk to us, please feel free to email us at firstname.lastname@example.org
KYC / CIP Disclaimer
In order for a broker-dealer to rely on another financial institution, the following requirements must be met: Reliance must be reasonable under the circumstances. The other financial institution must be subject to a rule implementing the anti-money laundering compliance program requirements of the Bank Secrecy Act and be regulated by a Federal functional regulator. The other financial institution must enter into a contract requiring it to certify annually to the broker-dealer that it has implemented its anti-money laundering program, and that it will perform (or its agent will perform) specified requirements of the broker-dealer’s CIP.