Last updated: November 18, 2022
Prime Number Capital, LLC is registered with the Securities and Exchange Commission (SEC) as a broker-dealer and is a member of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC). Brokerage services may have different fees, and it is important for you to understand these differences. Free and simple tools are available to research firms and financial professionals at Investor.gov/CRS, which also provides educational materials about broker-dealers and investing.
We are not a full-service brokerage firm but instead, we offer limited products such as IPO underwritings, M&A, private placements, research, equities, exchange traded funds, and corporate debt securities. We engage in the buying and selling of securities, may or may not make recommendations. We offer different types of accounts such as cash and margin accounts and engage in IPOs, Mergers and Acquisitions, and private placements. There is not an account minimum to open an account with us, and we do not engage in the ongoing monitoring of your brokerage account. With a brokerage account you may select investments, or we may recommend investments for your account, but the ultimate investment decision as to your investment strategy and the purchase or sale of investments will be yours. Most private placements have a minimum investment amount which will be listed in the private placement memorandum (“PPM”) or similar offering documents. It is your responsibility to monitor investments, and we encourage you to do so regularly. We do not commit to provide on-going monitoring of your investments with us.
For additional information, please see the Disclosure Statement on our website: https://pncps.com/. Given my financial situation, should I choose a brokerage service? Why or why not? “How will you choose investments to recommend to me? What is your relevant experience, including your licenses, education, and other qualifications? What do these qualifications mean?”
If you open a brokerage account, you will pay us a transaction‐based fee, generally referred to as a commission, every time you buy or sell a security. The fee you pay is based on the specific transaction and not the value of your account. You will pay a fee every time you buy or sell an investment in the form of a ticket charge. The ticket charge will vary depending on the type of security purchased or sold. The Firm may be compensated for executing the transaction by charging you the “mark-up” or “mark-down” on the market price of the security being bought or sold by you. A mark–up is the difference in price between the current market price for the security and what the Firm charges you for executing your security transaction. A mark- down is the difference between what the Firm may buy the security from you at the current market price and charge you for executing the transaction, thereby reducing your sales proceeds. You may pay additional fees, such as custodian fees, account maintenance fees, account termination fees, transfer fees, and account inactivity fees. We also make money on other investments such as initial public offerings and private placement transactions. In IPOs, we receive an underwriting fee for participating in the offering and selling shares to investors. For private placements, we receive a fee from the manager or sponsor of those investments who shares with us revenue it earns on those investments. The more transactions in your account, the more fees you will be charged. We therefore have an incentive to encourage you to engage in transactions. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. For additional information, please see the Disclosure Statement on our website: https://pncps.com/ When considering our services, ask your financial professional “Help me understand how these fees and costs might affect my investments. If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?”
“When we provide you with a recommendation, we have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the recommendations, we provide you. Here are some examples to help you understand what this means.”
When we provide any service to you, we must treat you fairly and comply with several specific obligations. Unless we agree otherwise, we are not required to monitor your portfolio or investments on an ongoing basis. Our interests can conflict with your interests. When we provide recommendations, we must eliminate these conflicts or tell you about them and in some cases reduce them. You should understand and ask us about the conflicts below because they may affect your decision to open an account with us or engage in transactions. Your financial professional receives transaction‐based compensation, the more trades in your account, the more fees are charged you, so there is an incentive to have you to trade often. Your financial professional could favor his/her larger clients when deciding whom to contact regarding investment decisions in times of a volatile or active market. We make extra money by selling you certain investments, such as new issues, either because they are managed by someone related to our firm or because they are offered by companies that pay our firm to sell their investments. We have an incentive to offer or recommend certain investments, such as private placements, because the manager or sponsor of these investments shares with us revenue it earns on those investments. When considering our services, ask your financial professional “How might your conflicts of interest affect me, and how will you address them?” For additional information, please see the Disclosure Statement on our website: www.pncps.com
Registered Representatives earn a portion of the commissions and other transaction fees you pay.
Your financial professional receives a percentage of the transaction-based fees described above which means your financial professional will receive a greater percentage of the transaction-based fees as the revenue generated by your financial professional increases.
No, please visit Investor.gov/CRS for a free and simple search tool to research us and our financial professionals. When considering our services, ask your financial professional: Do you have any disciplinary history? For what type of conduct? You can always ask your financial advisor for more information and request a copy of this relationship summary by calling us at 516-209-0619. When considering our services, ask your financial professional, who is my primary contact person? Is she or he a representative of an investment adviser or a broker dealer? Who can I talk to if I have concerns about how this person is treating me?
For more information on our CRS: compliance@pncps.com
