MXTK · BV Innovations DeFi
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Legal

Disclosures

Last updated: May 27, 2026

1. Purpose of this page

This page (the “Disclosures”) sets out the jurisdictional, regulatory, tax, and risk disclosures applicable to the website located at mxtktoken.com(the “Site”) and to the products described on the Site. The Site is a public marketing surface; it is not a transaction venue and is not, by itself, the offering document for any specific securities or tax-credit transaction. Defined terms used but not defined here have the meanings given to them in our Terms of Service and Privacy Policy.

2. Jurisdictional and regulatory positioning

The Site is operated by Mertin Industries Inc.(the “Operator”), a company organized under the laws of the Republic of Panama with registered office at SL-55 Building, 31st Floor, Samuel Lewis Ave. & 55 East St., Obarrio, Panama City, Republic of Panama. The Operator is the sole legal counterparty for the Site, the Services, and any Offering described on the Site. Any reference on the Site or in our marketing materials to “BV Innovations” or “BV Innovations DeFi” refers to a brand under which the Operator conducts business; no other entity is a party to or bound by the legal documents on this Site.

The Operator is domiciled in Republic of Panama and conducts its DeFi product operations from Republic of Panamaby deliberate choice. The U.S. Financial Innovation and Technology for the 21st Century Act (FIT21) — commonly referred to as the “CLARITY Act” — and analogous proposed U.S. federal legislation are intended to allocate jurisdiction over digital-asset issuances and secondary trading between the U.S. Securities and Exchange Commission and the U.S. Commodity Futures Trading Commission and to provide a market-structure framework for the digital-asset industry. As of the “Last updated” date above, the CLARITY Act has not been enacted. Until U.S. market-structure legislation provides clarity that allows a regulated U.S. onshore channel to be opened with reasonable predictability, the Operator conducts its activities exclusively from Republic of Panama and limits Offerings to non-U.S. Persons under Regulation S.

The Operator may, in the future and in its sole discretion, establish or affiliate with one or more entities organized in the United States or other jurisdictions and open an onshore Offering channel under Rule 506(c) of Regulation D or any other available exemption. Any such future channel will be subject to separate, definitive terms and offering documents; nothing in this paragraph commits the Operator to any specific future action, timing, or structure, and any forward-looking statement in this paragraph is subject to Section 6.

3. Securities — Regulation S today

Nothing on the Site constitutes an offer to sell or a solicitation of an offer to buy any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful. Where products described on the Site are or will be offered as securities, those Offerings will be conducted pursuant to applicable exemptions from registration and pursuant to definitive offering documents that control in the event of any conflict with the Site.

3.1 Reg S today (no U.S. Person solicitation). All current Offerings are made in reliance on Regulation S (17 C.F.R. §§ 230.901–230.905) under the U.S. Securities Act of 1933, as amended, as offers and sales made in offshore transactions to persons that are not U.S. Persons (as defined in Rule 902(k) of Reg S). The Site is not directed at, intended for, or made available to U.S. Persons; we use IP-based geolocation, eligibility attestations, and accreditation- verification flows to enforce this restriction, and any circumvention is addressed by the liquidated-damages provision of our Terms of Service. Tokens issued in any Offering are subject to the resale restrictions, distribution-compliance period, and (where applicable) legending requirements of Reg S. The specific Reg S category (Category 1, 2, or 3) applicable to a given Offering is disclosed in the definitive offering documents for that Offering.

3.2 Currently gated products and surfaces. The following products and Site surfaces are restricted to non-U.S. professional, qualified, or accredited investors under Reg S and applicable non-U.S. equivalents:

  • Senior, Mezzanine, and Junior tranche tokens issued in respect of any Tokenized Mortgage Bond (“TMB”) pool;
  • OTC trades arranged through the Site;
  • The future on-chain marketplace for XCT and other IRA tax-credit tokens, once it leaves testnet; and
  • Any other product expressly marked “accredited only,” “Reg S,” or “Reg D” on its product page.

3.3 MXTK is not offered as a security on the Site. MXTK is a live ERC-20 token on the Arbitrum network at contract address 0x3e4ffeb394b371aaaa0998488046ca19d870d9ba. The Site does not offer MXTK for sale and does not represent that MXTK is or is not a security in any jurisdiction; such characterization is a matter of applicable law and the particular facts of any transaction, and prospective transferees should consult their own counsel.

3.4 Private placement framing. Where Tokens are offered as securities, those Offerings are private placements to a limited number of pre-qualified counterparties. They are not registered with any securities regulator. They are not subject to the disclosure regime of any registered offering. They are materially riskier than publicly traded securities. Secondary liquidity is not guaranteed and may be non-existent.

4. Tax credits — not tax advice

The Site describes products and a desk that facilitate the origination, packaging, and transfer of U.S. federal income-tax credits arising under various sections of the Internal Revenue Code of 1986, as amended (the “Code”), including §§ 45V (clean hydrogen), 45Y (clean electricity production), 45Z (clean fuel), 45X (advanced manufacturing), 45Q (carbon sequestration), 45U (nuclear production), 48E (clean electricity investment), and 48C (qualifying advanced energy project), as well as transfers under § 6418 and direct-pay elections under § 6417 (collectively, the “IRA Tax Credits”).

4.1 Not tax advice. Nothing on the Site constitutes tax advice. The eligibility, computation, timing, transferability, recapture, and reporting of IRA Tax Credits depend on the specific facts and circumstances of the eligible taxpayer, the qualifying facility or activity, the structure of any pre-filing registration, and applicable Treasury Regulations and IRS guidance, all of which are evolving. You must consult your own qualified tax counsel and accountants regarding the application of the Code and Treasury Regulations to your facts.

4.2 § 6418 transfer election.The § 6418 transfer election permits an “eligible taxpayer” to transfer all or a specified portion of certain IRA Tax Credits to an unrelated taxpayer in exchange for cash consideration. The transfer is one-time, requires pre-filing IRS registration through the IRS Energy Credits Online portal, must be reflected on Form 3800 and the transferee's return, and is subject to a substantial accuracy penalty (which may exceed the standard 20% under-payment penalty) if the transferred credit is later disallowed. Recapture risk generally remains with the transferee.

4.3 § 6417 direct-pay election. The § 6417 direct-pay election permits certain applicable entities (tax-exempt organizations, States and political subdivisions, the Tennessee Valley Authority, Indian Tribal governments, Alaska Native Corporations, and, for certain credits, taxable entities that elect under § 6417(d)) to treat eligible IRA Tax Credits as a payment of tax, effectively monetizing the credit as a refund. Direct-pay elections also require pre-filing IRS registration.

4.4 Recapture, ASC 740, and IFRS. Certain IRA Tax Credits are subject to recapture events (including a five-year vesting period for investment-credit-based credits). For accounting purposes, the treatment of transferred credits is unsettled in some respects: U.S. GAAP issuers should consult ASC 740, ASC 740-10, and ASC 832 (and the AICPA Technical Question and Answer guidance issued in 2024) regarding presentation as a reduction of income tax expense, government grant, or other classification; IFRS issuers should consult IAS 12 and IAS 20 for analogous classification questions. Recapture obligations, indemnities, and insurance coverage are addressed in the definitive transaction documents for each transfer.

5. Risk factors

The products described on the Site involve significant risks. The following is a non-exhaustive summary; the definitive offering documents for a particular product will include the complete risk disclosures applicable to that product. You should be prepared to bear the loss of your entire investment.

  • Smart-contract risk. The smart contracts referenced on the Site may contain bugs, economic-design flaws, or unknown exploit vectors. Independent audits and extensive test coverage reduce, but do not eliminate, this risk.
  • Oracle risk. Products that depend on off-chain data feeds — including the BV Price Feeder and any asset-validation oracle — may be affected by feed failures, latency, or manipulation.
  • Counterparty and credit risk. TMB pool performance depends on originator preferred-claim repayment and on the underlying mortgage borrowers. XCT credit integrity depends on the eligibility and conduct of the producer. Where the counterparty is a single entity, the failure of that counterparty can result in loss of all or substantially all value.
  • Regulatory risk. Securities, commodities, banking, AML, sanctions, tax-credit, and DeFi regulation is evolving rapidly. Future legislation, regulation, enforcement action, or judicial decision may adversely affect the availability, mechanics, value, or legal treatment of any product, and may require us to suspend, restructure, or terminate Offerings or products without prior notice. The CLARITY Act may not be enacted, may be enacted in a form that does not permit any intended onshore channel, or may be enacted on a timeline materially different from current market expectations.
  • Market and liquidity risk. Token prices, secondary-market liquidity, and tax-credit clearing prices fluctuate. Secondary markets for Tokens described on the Site may be illiquid, thin, or non-existent. You should be prepared to hold a Token for an indefinite period.
  • Custody and key-management risk. Self-custody of Wallets requires safe storage of seed phrases and private keys; loss, theft, or compromise of keys can result in irreversible loss. Third-party custodial arrangements introduce custodian-credit and operational risk.
  • Sanctions and OFAC risk. Interactions with sanctioned persons, addresses, or jurisdictions can result in forfeiture, freezing, or seizure of Tokens, civil or criminal liability, and termination of access to the Site.
  • Tax-recapture risk. Transferred or direct-paid IRA Tax Credits may be subject to recapture, disallowance, or accuracy-related penalties if the underlying facility or activity becomes non-compliant, ceases qualified use, or is determined by the IRS not to qualify. Insurance and contractual indemnities may be available for some transfers but do not eliminate this risk.
  • Tax-credit administration risk. The IRS Energy Credits Online portal, pre-filing registration timelines, and Treasury guidance under §§ 6417 and 6418 are operational and may change. Delay, error, or denial in registration can affect the timing and amount of monetization.
  • Bridge, sequencer, and chain-level risk. Tokens deployed on Arbitrum or other Layer-2 networks are exposed to sequencer downtime, bridge failures, and the underlying Layer-1 network. Cross-chain transfers carry additional bridge risk. Chain reorganizations or hard forks may result in loss.
  • Validator and consensus risk. Collusion, slashing, or extended downtime by validators of any chain or attestation network used by a product may impair value.
  • Cyber-security and operational risk. Despite the controls described in the Privacy Policy, the Site and our systems remain exposed to phishing, social- engineering, supply-chain, and other cyber risks.
  • AI / model-provider risk. Any AI-assistant feature on the Site relies on upstream model providers whose availability, accuracy, latency, and policies are outside our control.

6. Forward-looking statements

The Site contains forward-looking statements, including statements about: anticipated product launches and roadmap dates (including the MXD stablecoin target of Q3 2026, the planned migration of XCT and IRA tax-credit products from testnet, the BV Compute suite, BV Derivatives, Trade Finance, and any potential future U.S. onshore channel); anticipated regulatory developments (including the potential enactment of the CLARITY Act); anticipated market sizing, yield, liquidity, or adoption; and any potential migration of the Operator entity or affiliated issuers.

Forward-looking statements are identified by words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” “targets,” “will,” “may,” status badges such as roadmap, planned, and testnet, and similar expressions. Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors — including those described in Section 5 — that may cause actual results, outcomes, or timing to differ materially from those expressed or implied. We undertake no obligation to update any forward-looking statement, except as required by applicable law.

7. Third-party logos, trademarks, and attributions

The Site references and links to third-party services, networks, and tools, including (without limitation) Arbitrum, OpenZeppelin, Slither, GeckoTerminal, GitHub, Supabase, OpenRouter, the U.S. Department of the Treasury, and the Internal Revenue Service. The logos, trademarks, service marks, and trade names of those parties are the property of their respective owners. References to those parties on the Site are made for identification and attribution purposes only and do not imply endorsement, sponsorship, or affiliation. Where a third party has audited or reviewed our code, the scope, date, and limitations of that engagement are stated on the relevant page or in the linked audit report; we make no representation that any audit covered the current deployed code in its entirety.

8. Jurisdictional availability

Some products and surfaces described on the Site are not available in all jurisdictions, are not available to all categories of investors, and are not directed at U.S. Persons. The Site is not directed at, and may not be accessed by, any person located in or ordinarily resident in any jurisdiction that is the subject of comprehensive sanctions administered by OFAC, the United Nations Security Council, the European Union, the United Kingdom, or Panama. It is your responsibility to determine whether your access to, and use of, the Site and any product complies with the law of every jurisdiction applicable to you. We may restrict access from any jurisdiction at our discretion and without notice.

9. No fiduciary, broker-dealer, or adviser relationship

The Operator is not registered with the SEC as a broker-dealer, investment adviser, transfer agent, clearing agency, or alternative trading system; with the CFTC as a futures commission merchant, swap dealer, commodity pool operator, commodity trading adviser, or introducing broker; with FinCEN as a money services business or money transmitter; or with any other regulator in any similar capacity, except as expressly stated on the Site or in the definitive offering documents for a particular product. Your use of the Site does not create any advisory, fiduciary, broker-dealer, investment-adviser, banking, custodial, or similar relationship with us. You are solely responsible for your own investment, tax, legal, and accounting decisions, and we encourage you to engage qualified professional advisers.

10. Contact

Legal: legal@mxtktoken.com
Postal: Mertin Industries Inc., SL-55 Building, 31st Floor, Samuel Lewis Ave. & 55 East St., Obarrio, Panama City, Republic of Panama.