Upstream Support Center

OPENING & FUNDING YOUR ACCOUNT

How do I open an Upstream account?

Signing up for an Upstream account is easy. Simply download the App from Google Play, Apple Store and Mac App Store and follow the instructions on your screen. Begin browsing available opportunities immediately.

General

1. DOWNLOAD UPSTREAM and tap Sign Up. This will create your blockchain profile and ‘signing key’.
2. Browse IPOs and NFT opportunities immediately.
3. We recommend completing KYC identity verification at your convenience by tapping the ⚙ icon, then KYC. This way in the event of losing your phone or details, we can “restore” your assets.

IPOs

1. DOWNLOAD UPSTREAM and tap Sign Up. This will create your blockchain profile and ‘signing key’.    
2. COMPLETE KYC. To complete KYC identity verification tap the settings icon ⚙ in the top right of the navigation, then KYC. Be sure to have a valid form of ID handy.
3. FUND YOUR ACCOUNT. For Credit, Debit, or PayPal; Tap Investor, Fund my Account, Tap your desired funding method. For bank payments, initiate a wire or transfer from your bank or financial institution using the details provided via email after your KYC identity verification is approved.  All Dollar deposits to Upstream accounts, U.S. and non-U.S., are FDIC-insured up to $250,000. 
4. PURCHASE SHARES. Navigate to Market and find the IPO, Tap Buy, Enter the amount of shares you’d like to purchase and tap Buy. Find your active and pending orders in the Orders tab. You may cancel your order up to 48 hours prior to the offering close date.  After the offering closes, navigate to the Portfolio to find your shares. 

*Bank Payments: If you haven't already completed KYC identity verification or didn't select 'Bank' as the ‘Deposit From’ option on the payment details page when you completed the KYC identity verification process initially, please go through KYC again. On the payment details page, change the 'Deposit From' method by holding and scrolling "Card" until you reach "Bank." You will then see fields to enter your bank details and intended deposit. Note that intended deposit doesn't automatically pull your funds. You will need to initiate a wire or transfer using the details provided via email after your KYC identity verification is approved.

NFTS

To claim a free NFT

1. DOWNLOAD UPSTREAM and tap sign up.
2. CLAIM NFT. Open Upstream, Tap investor, NFT, NFT claim, enter claim code once revealed.
3. HOLD OR TRADE NFT. Winning fans will receive a push notification and find their NFT in their upstream portfolio.

To purchase NFTs

1. DOWNLOAD UPSTREAM and tap sign up.
2. FUND YOUR ACCOUNT. For credit, debit, or PayPal tap investor, fund my account, tap desired funding method.
3. PURCHASE NFT. Open Upstream, tap market, tap NFT in top navigation bar, tap desired NFT, enter bid amount>tap Buy Now.
4. HOLD OR TRADE NFT. Buyers will receive a push notification and find their NFT in their Upstream portfolio.

Custodial Account for minors under 18 years of age

1. Parent or Guardian downloads Upstream and taps Sign Up.
2. Complete KYC identity verification by tapping ⚙️ then tapping KYC.
3. Once KYC is approved, you can fund your account.
4. Tap KYC again, to create a KYC code to provide to the minor.
5. Using Upstream’s new Account-Management feature, you can transfer funds, NFTs and securities to the minor's Upstream blockchain wallet.
6. Minor downloads Upstream and signs up.
7. Minor tap KYC and enters the KYC code into their Upstream app which tethers them to their parent or guardian’s verified account.

Watch tutorial video on how to create an account

When would you require my identification?

Once your Upstream account balance reaches $500 or more, then to continue trading, you will be prompted to complete our light-touch KYC process, which we’ve made as fast and frictionless as possible. Complete a few pieces of personal information, snap a photo your ID, then we’ll verify your data. Once approved, you can continue to fund, you can withdraw cash, and, of course, continue to trade NFTs and all available quoted securities.

What to have handy:

• Photo ID such as a driver’s license or passport
• Social Security Number (U.S. only)
• Personal bank account info., or Ethereum address

Upstream is a fully regulated marketplace. Verifying that you are who you say you are is legally required in order for you to trade safely and securely. This is to prevent money laundering, illicit activity, and bad actors from entering our Upstream community.

We ensure all your personally identifiable information is secure and in accordance with the most stringent global data protection rules. In fact, all data submissions awaiting review are kept in memory in an auto expiring cache and identity verification is never outsourced to a third party.

How do I fund my Upstream account using Paypal?

1. Login to your Upstream account
2. Tap Investor
3. Tap Fund My Account
4. Tap Fund With PayPal
5. Tap the amount you'd like to fund
6. Confirm the amount you'd like to fund
7. Login to your Paypal acccount
8. Tap Pay Now

*Note you don't have to have a PayPal account to fund your account using a credit or debit card.

When funding your account with PayPal, a fee of 3.49% + 49c is applied to deposits from US customers. A fee of 4.99% + 49c is applied to International Customers.

Watch tutorial on how to fund using PayPal

How do I fund my Upstream account using a Debit or Credit Card?

1. Login to your Upstream account
2. Tap Investor
3. Tap Fund My Account
4. Tap Fund With Credit Card
5. Tap the amount you'd like to fund
6. Confirm the amount you'd like to fund
7. Tap the button under login that says "Pay with Debit or Credit Card"
8. Tap Pay Now

*Note you don't have to have a PayPal account to fund your account using a credit or debit card.

When funding your account with PayPal, a fee of 3.49% + 49c is applied to deposits from US customers. A fee of 4.99% + 49c is applied to International Customers.

Watch tutorial video on how to fund using debit or credit

When I try to fund my account using a Debit or Credit Card, I’m asked to log in to PayPal. Why is this?

On rare occasions, users may find that they are asked to log in to or create a PayPal account, even when they tap the Fund With Credit Card link in their app. Our credit card payment processor, PayPal, will only show this option based on your device; typically the device’s location, if the email entered has previously been linked to a PayPal account or local cached internet files (If you have frequently used PayPal guest checkout services on your device). If you only see the option to use a PayPal account, try clearing your device’s default web browser’s internet cache and try again. For details on how to do this, please consult the help files on your default web browser. If the issue persists, you will need to create a PayPal login and link your credit card to the account, or fund using an alternative method such as USD wire transfer.

How do I fund Upstream using a bank wire transfer?

To fund a trading account on Upstream using bank payments a trader will need to first go through our streamlined Know Your Customer ‘KYC’ identity verification process.

To complete KYC, tap the ⚙ icon in the navigation bar, then tap KYC. Be sure to have a valid form of ID handy and complete the few questions as prompted. During KYC, select 'Bank' as your 'Payment From' preference. After KYC is approved, traders may initiate a wire or a funds-transfer from any bank or financial institution to the following account:

*The traders 40-character Ethereum wallet address is shown on the top right hand corner of the Upstream app’s home screen and begins with 0x.

After an account is funded the trader will receive an app push notification that the Upstream account is funded, and you may begin transacting.

Every Upstream trader that funds their account receives a new, FDIC insured, U.S. Dollar bank account at Upstream’s U.S. banking partner, Digital Trust. Citizens of any country in the world, excluding sanctioned territories*, may fund their Upstream account with currency from their country which, when not originating in U.S. Dollars, will be exchanged for U.S. Dollars at the prevailing currency exchange rate between the two banks.

Note, in-line with Upstream’s anti-money laundering compliance policy, Upstream does not permit third-party bank transfers. In other words, the sending bank account must have the same name as the name provided by the trader during Upstream’s KYC process.

Bank account information, and currency transfer instructions, will also be emailed to the trader after Upstream approves a traders KYC information.

How are my  U.S. Dollar  funds kept safe? 

All Upstream U.S. Dollar accounts, U.S. and non-U.S., are individually FDIC-insured up to $250,000. For additional investor security, U.S. Dollar withdrawals from a trader’s Upstream app will only ever be sent to the same bank account from where the investor originally funded from.  

How do I use my Upstream wallet on Mainnet/Metamask

1. Export Upstream Wallet
   In order to use an Upstream address on Ethereum mainnet, the Upstream user must export their Upstream wallet using the Upstream app function 'Manage Signing Key' -> 'Export Signing Key'. The Upstream key/wallet is exported as a password-encrypted (JSON) text file, which can be imported into Metamask (amongst other Ethereum wallet providers).
2. Import Upstream Wallet to Metamask
   
   • Open Metamask
   • Tap the icon on the top right corner
   • Tap 'Import Account'
   • Select type as 'JSON File'
   • Tap 'Choose File'
   • Select the file previously exported from Upstream
   • Enter your Upstream wallet password
   • Tap 'Import'.
   
   Your Upstream wallet address on Metamask may now sign Ethereum mainnet transactions.

How do I fund my Upstream account with USDC cryptocurrency?

Upstream traders can transfer USDC cryptocurrency into Upstream via the Upstream Bridge smart contract on Ethereum mainnet usdc.upstreambridge.eth.

The Upstream Bridge is a Multisig smart contract that is monitored for USDC deposits by the Upstream bridge-service application. For each eligible Ethereum mainnet USDC deposit received, a 1-to-1 mint of Upstream’s Ethereum Layer-2 US Dollar stablecoin is performed for the wallet address of the sender, thereby locking Ethereum Layer-1 USDC’s while making the same amount of money available for the sender on Upstream, this is commonly called a ‘bridge’.
It is imperative that the Ethereum mainnet senders address is the same as the Upstream app user address. To find the Upstream address, navigate to the Settings screen inside the app and the address is shown as 0x followed by a unique 40 character alphanumeric string per user.

Funding with USDC
An Upstream user may have a personal USDC wallet on Ethereum mainnet in a hardware wallet (such as Ledger), a software wallet (such as Metamask), or at an exchange (such as Coinbase). To send funds from their personal wallet on the Ethereum mainnet, the user must first transfer USDC from their mainnet personal wallet to the Upstream wallet address that they previously imported to Metamask.
Once the USDC is in the Upstream wallet address on Ethereum mainnet, the user can transfer USDC to the usdc.upstreambridge.eth address using Metamask.
The Upstream bridge-service automatically recognises user deposits coming from known Upstream wallet addresses and then mints the corresponding amount in Upstream US Dollar stablecoins in the users Upstream app.

In summary, to fund Upstream using USDC:

1. Export Upstream app wallet & import to Metamask
2. Transfer USDC to imported wallet address
3. Transfer imported wallet USDC to usdc.upstreambridge.eth

Why Can’t I Transfer USDC Directly from my Personal Wallet?
Upstream does not mint Upstream US Dollar stablecoins from USDC deposits on Ethereum mainnet from addresses that do match existing Upstream app wallet addresses. Invalid deposits cannot be rejected by Upstream due to the nature of blockchain transfer functions, but they will be ignored and such funds may be lost forever

How do I withdraw Upstream funds back to USDC cryptocurrency?

It must be noted that if an Upstream user ever funded their account with US Dollar fiat (bank transfer, debit card, or credit card), then Upstream app withdrawals will automatically be in fiat, irrespective of whether the user partially funded with USDC in the past. Therefore, only if a user funded exclusively in USDC will this user be considered eligible to withdraw in USDC.

To withdraw funds on the Upstream app:

• Open the apps Settings
• Tap ‘Manage Account’
• Tap ‘Withdraw’
• Enter the amount
• Tap ‘Confirm’
• The Upstream app will now sign the transaction and submit it

For eligible Upstream USDC-funded users, this action causes the Upstream bridge-service wallet to initiate the Ethereum mainnet withdrawal process inside the usdc.upstreambridge.eth Multisig smart contract.

For security purposes, this smart contract requires another two out of a possible four Upstream back office personnel to confirm the withdrawal. They do this by signing an Ethereum transaction from a registered wallet.

Pending withdrawals can be found at https://upstream.exchange/bridge/index.html?symbol=USDC.
Upon multi-signature by the two Upstream personnel, the users USDC funds are available for transfer to the Ethereum mainnet wallet address that equals the Upstream app wallet address that initiated the withdrawal.
The withdrawing user must then connect their wallet to the Upstream USDC-withdrawal website by tapping the ‘Connect Wallet’ button, and tapping the ‘Withdraw’ button to complete their withdrawal. The user will be prompted by Metamask to pay the Ethereum gas fees associated with the previous three Upstream staffs’ Multisig actions, and taps ‘confirm’ to have the USDC transferred from the Upstream smart contract to their Ethereum mainnet wallet address. The USDC can now be transferred back to the users personal wallet.

Note, Upstream does not charge a USDC withdrawal fee. The exact amount of US Dollars withdrawn from Upstream will be transferred to the user on Ethereum mainnet as USDC.

In summary, to withdraw USDC from Upstream:

1. Export Upstream app wallet & import to Metamask
2. Tap ‘Withdraw’ in Upstream app
3. Connect imported wallet to https://upstream.exchange/bridge/index.html?symbol=USDC
4. Tap ‘Withdraw USDC’

How are my USDC funds kept safe?

USDC funds held inside the usdc.upstreambridge.eth smart contract may only be withdrawn after three out of five Upstream Multisig wallets confirm the legitimacy of the withdrawal. And, only the Upstream bridge-service wallet address may initiate the withdrawal process on Ethereum mainnet.

The Upstream Multisig smart contract source code is public, is audited, and may be reviewed at any time by the Upstream community.

Rebalance to Cover Risk
To reduce the likelihood of the smart contract becoming a high-value target for hackers, there is a maximum amount of USDC that Upstream will allow to be held inside the bridge at any one time, currently 10,000. Therefore, once the threshold is exceeded the Upstream back-office will initiate a USDC withdrawal to Upstream’s mainnet company wallet, where USDC will be sold on a cryptocurrency exchange for US Dollar fiat. The fiat sales proceeds will be deposited in Upstream’s U.S. bank account.

Rebalance to Cover Withdrawals
In the event that the balance of USDC available for withdrawal is too low to cover pending withdrawal requests, currently 7,500, then Upstream will sell US Dollar fiat from its bank account for USDC, and transfer the USDC proceeds back to the usdc.upstreambridge.eth Multisig smart contract.

How long does it take for KYC to be approved?

Assuming you have provided the appropriate KYC information, approvals can be as fast as 15 minutes and, depending on date, time and queue, it could take up to 48 hours, Monday to Friday. If additional information is required, or if we have many submissions awaiting approval, it could take up to 2 weeks.

Security Note: Depositing funds to your Upstream bank account without a prior deposit-intent may delay your funds’ arrival in your Upstream trading account.

Deposits will only be accepted from the account number that you supplied during the Upstream app onboarding process. This is for your protection.

When will my funds be available to invest?

PayPal | Credit | Debit cards: Instantly
USDC typically within 15 minutes
U.S. Dollar wire transfer: same business day in U.S.
U.S. Dollar ACH: up to 3 business days in U.S.
U.S. Dollar electronic funds transfer from overseas: up to 3 business days

Deposits will only be accepted from the account number that you supplied during the Upstream app onboarding process. This is for your protection.

Security Note: Depositing funds to your Upstream bank account without a prior deposit-intent may delay your funds’ arrival in your Upstream trading account.

Deposits will only be accepted from the account number that you supplied during the Upstream app onboarding process. This is for your protection.

How can I check the current balance of my Upstream funds?

You can see the balance of your funds in the Portfolio screen on Upstream. Note, there are two numbers shown; one is the actual Balance of funds and the other is the Available Balance of funds you have available for trading. The available balance will be lower than the actual balance if you have already placed one or more securities buy orders or NFT bids. The total value of your buy orders (share price * order size), and maximum NFT bid, is blocked on your Upstream trading account until your order is executed, is cancelled by you, or expires at the Upstream exchange.

Is there a minimum funding requirement?

There are no minimum funding requirements, however you may not trade in an amount greater than your account is funded.

How do I withdraw funds from my Upstream account?

1. Login to your account

2. Tap the ⚙ icon

3. Tap Manage Account

4. Tap Withdraw

5. Enter amount you intend to withdraw from your Upstream account

6. Tap Confirm

Your withdrawal request will be processed by the Upstream banking partner using the Upstream API. However, certain AML and suspicious transaction checks may be made by Upstream or our custodians which may delay your withdrawal and we may request further information from you by email or by calling your cellular phone.

In the U.S., ACH transfers typically take 1 day, and international bank transfers can take up to 3 days to arrive at your personal bank account.

Security Note: Withdrawals will only be sent to the bank account number that you supplied during the Upstream app onboarding process. This is for your protection.

What are the fees to fund or withdraw funds from my account?

There are no fees to maintain your account however there are fees associated with individual actions including the following (all fees will be deducted from your cash balances):

Outgoing/Withdrawal Wire Transfer Fee from your Upstream account to your local bank account:
ACH Free
International Wires $30.00

Incoming/Deposit ACH Fee: $0.20 (U.S. only)

Incoming/Deposit Wire Fee: $0
However, please note that your bank may deduct wire fees or currency conversion fees directly from your local account, so please note that the amount you sent may not be final amount that arrives in your Upstream account.

USDC Fees
You only pay the Ethereum transaction fee (gas) to transfer USDC in to Upstream and out of Upstream.

Securities Trading Fee: 1% trade fee charged should you buy or sell shares in the open market.

NFT Trading Fee: 0% to buy NFTs and 2% to sell NFTs.

NFT Auction Fee: $1 fee to list an NFT for auction.

When funding your account with PayPal, a fee of 3.49% + 49c is applied to deposits from US customers. A fee of 4.99% + 49c is applied to International Customers.

Can I open a Joint or Corporate account?

Yes, to open a corporate account during KYC please select 'Bank' as your deposit from method and enter the name of the company in the field provided. To complete KYC open the Upstream app, tap the settings icon in the top right, then KYC. On the Payment Details screen where it says Deposit From, hold and scroll to change the default from 'Card' to 'Bank'. Form fields will appear for your company name and company bank details.

ACCOUNT MANAGEMENT & LOGIN

What is a Signing Key and why is it so important?

A Signing Key is a way of storing a password protected file that contains your blockchain public and private keys, together this makes a key pair. Upstream will never know your local private key. A great way to think about your Signing Key is like a Pin Code to your ATM card. When you join Upstream, you are entering into a non-custodial environment. This means that you control your assets directly on your device. To make things easy, we make this Signing Key unlockable using your biometrics and this check is enacted every time you make a blockchain transaction, such as a buy, sell, bid, auction, or funds withdrawal on Upstream.

It's critical that you export a copy of your Signing Key to a safe place. This way if you lose your device or forget your password, you’ll be able to recover your digital securities and NFTs using your private key.

How do I backup my Signing Key?

From June 2022, your Upstream app will require you to back-up your Signing Key to the cloud as part of the account creation process. On Android OS smartphones, you’ll be prompted to save to your phone’s Google Drive cloud account, in the root folder (Example: keystore_0x9a2ab7f1b6d00d6ae79e29d8f8d0f33e7608b508.txt). For iOS, we'll automatically back this up to an iCloud App Container, which cannot be accessed from outside the app.

You can also make a back-up of your app’s Signing Key at any time by going to the tapping the ⚙ icon to enter the Me screen, and tapping “Manage Signing Key” and, tapping the “Export Signing Key” button. You will be prompted for your biometric verification or the Keystore password. Upon successful verification you will be prompted to select a destination for your Keystore (such as Mail, Notes etc.). Note, the Keystore, when exported, remains password protected and is useless to anyone that does not know your password.

For IOS users who are receiving an iCloud backup message:
If you’re receiving a message about iCloud Backup on your iOS device, this could mean that you’re not signed into iCloud or that your iCloud drive is turned off. Please go to your iOS settings, tap your iCloud profile, sign into iCloud, tap iCloud, tap iCloud drive and turn it on.

How do I disable Two-Factor Authentication?

You can disable two-factor authentication by clicking the setting icon then tapping “Unlink Authenticator”. Disabling two-factor authentication is not recommended as it reduces the overall security of your Upstream app on your device.

What does the “Logout” button do?

On the ⚙ screen you will see a “Logout” button. Tapping Logout will terminate your session at the server, and you will be required to reauthenticate (using two-factor authentication, when enabled) again. It is a very secure way to disconnect your app if you will not be using it for a few days.

What happens if I lose my phone, computer or delete the app?

As long as you have your Signing Key safely backed-up, it’s easy to get back to your account.

1. Download the app
2. Tap Login
3. Tap Import Keystore
4. Select from the file system
5. Enter the Keystore password
6. Welcome back to Upstream

What happens if I lost my Signing Key or forgot to back it up?

Contact servicedesk@upstream.exchange

How do I change or update my personal information?

Tap the “Investor” tab at the bottom of the Upstream app, then tap “Update Personal Information” tile and select the information that you wish to change and “Notarize” the information using your Signing Key. If you are having difficulty or have any questions on this, please contact servicedesk@upstream.exchange.

How do I change my bank information?

1. Tap Investor
2. Tap Update Personal
3. Enter new details in
4. Tap notarise

Note, for your protection, Upstream may, at its sole discretion, contact your old bank and/or your new bank to confirm certain information.

How will you communicate with me about my account?

Every Upstream deposit of funds is confirmed to the user by email, a push notification is sent to the Upstream app, and will appear in the Upstream app’s “Me” screen under the “Message Center”.

Every Upstream buy or sell order is notified to the user by a push notification to the Upstream app and will appear in the Upstream app’s “Me” screen under the “Message Center”.

Will I receive notices or statements?

Upstream users that have passed KYC may request monthly account statements by contacting us by e‐mail at servicedesk@upstream.exchange.

Will my account information remain confidential?

We believe that your wealth is an extremely private matter and your identity and financial records are kept strictly confidential. No mailing lists are sold, nor is any client information shared with outside firms unless legally mandated or directed by you. For more information, please see our privacy policy.

How is the money in my Upstream account protected?

All Upstream accounts, U.S. and non-U.S., are FDIC-insured up to $250,000 for the cash positions held at our American cash custodian Digital Trust.

Upstream USDC funds, U.S. and non-U.S., may be sold Upstream for US Dollars (fiat) at Upstream’s sole discretion.

How are the securities in my Upstream account protected?

Upstream securities are issued by registered companies with verified management teams that have their share register managed by a designated share registrar in conjunction with Upstream. When using Upstream, all share holder names and balances are known to the issuing CEO and their share registrar. In the event that your device is lost or stolen, and you are unable to recover your Private Key from your Signing Key backup, then Upstream will assist you in replacing your lost (digital) shares by liaising with the issuer, their registrar and yourself to cancel the lost shares, and issue new shares in their place to your new, re-verified, Upstream account. You can contact us at servicedesk@upstream.exchange to replace lost shares.

The market value of securities positions in Upstream is not insured and is subject to market fluctuations and risk.

How do I enable biometric security?

The Upstream app allows you to enable biometric verification for trades and withdrawals by tapping the ⚙ icon, tapping “Settings” and sliding the “Use Biometrics for Keystore”.

How do I close my Upstream account?

Please contact us at servicedesk@upstream.exchange to close your Upstream account.

TRADING & PORTFOLIO MANAGEMENT

Where do I go on the app to buy and sell securities from the market?

Once you navigate to the market, you have the option to view all available securities. Tap on any of the securities to see its current share price, share history, buy and sell your shares, and view the Orderbook.

What’s the Orderbook?

The Orderbook shows best bids and offers for a given security in real-time. Since Upstream is based on a public blockchain, every Upstream trader can see the complete orderbook depth. There are no hidden orders or iceberg orders allowed on Upstream. All Upstream orders must be signed using a Private Key on the app and no automated, high frequency or algorithmic trading is permitted. So, on Upstream, every trader has fair and equal access to the market data. And Upstream does not sell or otherwise make its real-time trading-data available to third parties, APIs or algorithmic trading services.

How do I buy securities?

How do I sell securities?

What are the different order expiry options?

+Immediate or cancel (IOC)
Will execute all of your order immediately, or if the entire order cannot be filled, it fills part of your order and cancels any unfilled portion of the order.

+1 hour
If the order doesn’t fill in one hour it will expire and be cancelled.

+Day
If the order doesn’t get filled by market-close today, then the order will expire and be cancelled.

+A custom date
If the order doesn’t get filled by market-close on the set date it will expire and be cancelled.

+Fill or Kill (FOK)
The order will only execute it the entire order size can be purchased. If it can’t, then the order will be withdrawn.

How do I manage my security Portfolio?

View all your shares and currency account balance from the Portfolio tab of the Upstream app.

How do I sell securities from my Portfolio screen?

Navigate to your portfolio and click on any of your positions to view more details.
You have the options to

+Sell	Tap Sell to sell your shares in the same way as described above in “How do I sell securities?”
+Stop Loss	Select the drop-down menu at the top right and select “Stop Loss”. This creates a secret, off orderbook, order to offer to sell your securities if the share price falls to a specified Trigger price, the “stop-loss point”, with the Limit price being the lowest price you’re willing to accept below the trigger. The Limit price must be lower than the trigger and, depending on market conditions, no shares may be sold if the trigger is reached and there are insufficient buys to fulfil your order. Stop Loss orders are designed to limit an investor’s loss on a position when the market falls suddenly or perhaps when the investor isn’t using the app (e.g., while sleeping, or traveling etc.).
+Take Profit	Select the drop-down menu at the top right and select “Take Profit”. This creates a secret, off orderbook, order to offer to sell your securities if the share price rises to a specified Trigger price, the “take-profit point”, with the Limit price being the lowest price you’re willing to accept below the trigger. The Limit price must be lower than the trigger and, depending on market conditions, no shares may be sold if the trigger is reached and there are insufficient buys to fulfil your order. Take Profit orders are designed to lock-in an investor’s profit on a position when the market rises suddenly or perhaps when the investor isn’t using the app (e.g., while sleeping, or traveling etc.). Investors may risk not being able to sell the securities for an even higher price if the trend continues upward after reaching the initial trigger “take-profit point.”
+Trailing Take Profit	Select the drop-down menu at the top right and select “Take Profit”. Similar to “take-profit” but designed to create an order to remain open and continue to profit as long as the price is moving in the investor’s favor. The order closes the trade if the price starts falling by the specified Trailing Percentage or dollar amount.

How do I add a security to my Watchlist?

1. Tap Market

2. Tap on the security you’d like to watch

3. Tap the star to the right of the ticker symbol

4. Navigate back to the Market and tap Watchlist to view all favorited securities

How do I cancel an active securities order?

To cancel an order:

1. Login to the app

2. Tap Orders

3. Tap on the order you’d like to cancel

4. Select Cancel and sign the transaction using your Signing Key

How can I see the blockchain details for my orders?

To view the technical details of your Upstream orders on the Upstream layer-2 rollup blockchain, you need to go to the Orders tab, tap the “All” sub-tab, select the order you wish to view and tap the link below “Order ID”, or where applicable, tap the link(s) below “Trade Reports”. This will open a webpage in the Upstream block explorer, Dora. Dora shows the Ethereum blockchain transaction hash, the mining status, the block height, timestamp, (anonymous) public-key addresses of the trading parties, trade value, network gas consumption, input data and other details. Note, Upstream operates on a public blockchain, so all order-data is available to the general public, but does not disclose or otherwise indicate any identifying details about your account. It only discloses your Public key, as is the norm for public, anonymous blockchains.

What are candlestick charts?

Candlestick charts are an efficient way to look at a lot of information about a stock's price at once. It shows how much the price moves up or down in a certain time period to help investors better understand price movement.

Does Upstream offer margin trading?

Upstream currently does not offer margin trading.

Does Upstream allow short selling?

Upstream currently does not offer short selling.

Does Upstream solicit trades?

Upstream does not solicit trades or advise Upstream users of the suitability of any trade, IPO, or other offering. Investors who trade through the Upstream platform make their own trading and investment decisions. Upstream does not endorse or recommend any securities bought or sold on the Upstream exchange. Upstream does not offer investment advice or recommendations of any kind. All services offered by Upstream are intended for self-directed clients who make their own investment decisions, without aid or assistance from Upstream. Company listings on Upstream are only suitable for investors who are familiar with and willing to accept the high risk associated with speculative investments, often in early and development stage companies. The securities are intended for investors who do not have a need for a liquid investment. There can be no assurance the valuation of any particular company’s securities is accurate or in agreement with the market or industry comparative valuations. Companies listed tend to be in an earlier stage of development and have not yet been fully tested in the public marketplace. Investing in those companies requires high risk tolerance, low liquidity concerns and long-term commitments. Investors must be able to afford to lose their entire investment.

For additional information on suitability, please review the Suitability FAQ section.

What are the fees associated with trading?

For traded securities there is a 1% trade fee charged should you buy or sell shares in the open market.

What is a dividend?

Dividends may be payments made by companies to its shareholders from the profits of their business. Upstream manages the distribution of U.S. Dollars dividends on behalf of Upstream issuers.

What is an ex-dividend and record date?

The ex‐dividend date, or record date, is the cut-off date established by a company in order to determine which shareholders are eligible to receive a dividend or distribution

What are the risks of investing?

Company listings on Upstream apps and/or websites are only suitable for investors who are familiar with and willing to accept the high risk associated with such investments and early-stage growth companies. Companies seeking crowdfunded private placements, Reg A or Reg CF investments tend to be in earlier stages of development and have not yet been fully tested in the public marketplace. Investing in these securities requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. In addition, there can be no assurance the valuation is accurate or in agreement with the market or industry valuations.

For high risk securities there may be no liquidity, limited liquidity and redemption fees may apply if redeemed before maturity as outlined in each offering prospectus.

Upstream encourages its Customers to invest carefully and to use the information available at the websites of the SEC at http://www.sec.gov and FINRA at http://FINRA.org and ESMA (europa.eu).

For additional information on suitability, please review the Suitability FAQ section.

NFT MARKET

What is an NFT?

Non-fungible tokens, or NFTs, are digital tokens that represent ownership of a unique digital item.

An Upstream NFT token meets the following criteria, and any additional criteria that may be laid down by a directive in the Clearing Agency or Securities Facility rules;

What is the Upstream NFT Marketplace?

The Upstream NFT Marketplace offers a secure one-stop-shop for creating and selling authenticated NFTs to a global fan-investor community.

How do I Claim an NFT?

1. DOWNLOAD UPSTREAM and tap Sign Up.
2. CLAIM NFT. Open Upstream, tap investor, NFT, NFT claim, enter claim code once revealed.
3. HOLD OR TRADE NFT. Fans will receive a push notification and find their NFT in their Upstream portfolio.

Watch tutorial video on how to participate in an NFT airdrop

How can I purchase an NFT?

1. DOWNLOAD UPSTREAM and tap Sign Up



2. FUND YOUR ACCOUNT. Instantly fund using Credit, Debit, PayPal, or USDC. Tap Investor, Fund My Account, then tap your desired funding method. You may also initiate a wire or transfer from your bank using the details provided via email after your KYC identity verification is approved. To complete KYC identity verification, tap the settings icon in the top right corner of the home screen, then tap KYC. Be sure to have a valid form of ID handy.
3. PURCHASE NFT. Open Upstream, tap Market, tap NFTs in top navigation bar, tap desired NFT, enter bid amount, tap buy now.
4. HOLD OR TRADE NFT. Buyers will receive a push notification and find their NFT in their Upstream portfolio.

Watch tutorial video on how to purchase an NFT

What’s a redeemable NFT?

A redeemable NFT on Upstream enables buyers to redeem an item or experience while still being able to hold the underlying digital collectible. Upon redemption, the NFT unlocking the experience is ‘burned’ and replaced with an evolved NFT that can be held as a collector’s item for proof of redemption, proof of attendance, a commemorative keepsake, or even for further trading.

How can I redeem an NFT?

Some NFTs are redeemable for an item or experience.

Before redeeming, you must’ve already successfully purchased or claimed the NFT and have it in your Upstream portfolio. Now you’re ready to redeem your NFT.

1. Open Upstream, tap Investor, NFT, NFT Redeem, and enter select the ticker symbol for the NFT you are redeeming.
2. Tap ‘Redeem.’
3. Upon successful redemption, you will be shown a unique redemption code. The NFT will be removed from your Upstream portfolio and be replaced with a commemorative NFT that is no longer redeemable.

Supply this secret code to the NFT creator to fulfill the utility offered by the NFT. The NFT creator will only fulfill the utility once per unique redemption code. You may find your unique redemption code anytime in your message center by navigating to the Home Screen on the Upstream app, tapping the settings icon, then Message Center.

What are NFT Transactions?

There are three types of NFT Transactions,

What is an NFT Auction?

An NFT Auction is the purchase and sale of an NFT by means of the Upstream App through your Upstream Account.

NFT Auctions conducted on Upstream may only be conducted by means of the Upstream App and by no other means.

Upstream only charges sellers a $1 NFT auction fee, and only upon sale will sellers pay a 2% sales commission, constituting some of the lowest creator/seller fees in the NFT space.

How can I sell an NFT?

1. Open Upstream.
2. Tap Portfolio and tap your NFT.
3. Tap Sell.
4. Set a minimum sell price acceptable to you, as seller, and the expiry date for your sale.
5. Tap Sell.
6. You will be notified if your NFT is purchased. If unsold, you may put it up for sale again after your expiry date passes. Alternatively, you may cancel your sale at any time.

NFT Auctions

To participate in the NFT Auction, as willing buyer, you must, through your Upstream Account, place a bid for the relevant NFT.

You may not cancel your bid for as long as it is the highest bid in the NFT Auction.

In placing a bid, you agree to purchase the NFT at a purchase price that is not more than your bid.

The value of your bid will be blocked on your Upstream Account while your bid remains the highest bid during a live NFT Auction. If you are outbid, then the block will be lifted.

What if I am the highest bidder when the NFT Auction closes?

At the close of an NFT Auction, the highest bid will win, and a sale and purchase transaction will be concluded between the seller and the highest bidder in respect of the NFT on the following terms:

Where can I create an NFT?

You must have a credit balance of the NFT creation fee, as shown in the Upstream Terms and Conditions, in order to create a new NFT on the Upstream App. All new NFTs created on Upstream will be placed up for auction once the creation is complete.

Using the Upstream App, tap the Investor tab at the bottom of the screen, then tap NFT, then tap NFT Create. During the creation,

For details on how to become a verified creator, please reach us at hello@upstream.exchange.

Note, certain objectionable words, decided at Upstream’s sole discretion, will not be permitted to be created with an NFT.

After the first Notarization step, you will be shown the second and final phase of the auction creation process when you may upload the NFT media (can be any file type available on your device), then select the new ticker symbol, as generated by Upstream after phase 1, and tap Notarize.

That’s it, just let the Upstream auction house prepare the auction and you will be notified when your NFT is live on the marketplace.

Note, certain objectionable media, decided at Upstream’s sole discretion, will be removed from the NFT Marketplace.

Watch tutorial on how to create an NFT tutorial

Can I track how my auction is doing?

Yes, you can see the current best bid on your NFT Auction in the Upstream App by tapping the Portfolio button at the bottom of the screen and tapping the NFT ticker symbol.

What happens if one or more people bid above my reserve price?

As soon as your reserve price is bid by at least one person, then you are guaranteed to be paid at least that price when the auction closes. There is no upper limit on how much people can bid, it depends solely on the bidders.

What happens if nobody bids at or above my reserve price?

Unsold NFTs will be appear in the Upstream App’s Portfolio screen. You may tap on an NFT and re-auction whenever you wish.

Can I cancel an auction before the close?

No, NFT Auctions only close on the date that you stated when you created the auction.

How do I place a bid?

NFT Auctions can be browsed by tapping the Market button at the bottom of the Upstream App screen. Then, tap the label “NFT” and a list of all active NFT Auctions will be shown along with the current best bid or reserve price.

Simply tap the NFT ticker to view the NFT media. If you like what you see, tap Bid and enter the maximum price you are willing to pay.

Note, Upstream NFT Auctions operate as a “second price auction” where you secretly enter your maximum bid and all other bidders bid to see if their maximum bid is higher than yours. If it’s not, then the auction closes and you pay the price that the last unsuccessful bidder attempted.

Where can I read the full Terms and Conditions for NFT Auctions?

Our website has the latest terms and conditions here: https://upstream.exchange/docs/Upstream-Participation-Agreement.pdf

What technical standard do Upstream NFTs follow?

Upstream NFTs adhere to the Ethereum ERC-721 standard.

How do I report objectionable NFT media?

If you find an objectionable NFT image or video then you can contact servicedesk@upstream.exchange to request a review. If Upstream, at our sole discretion, finds the media objectionable then the NFT auction will be withdrawn from public view.

How do I report copyright infringements of NFT media offered for auction?

If you feel that you have a legitimate copyright infringement claim on NFT media being auctioned on Upstream, then you may email us at copyright@upstream.exchange and supply us with the identification of the allegedly infringing material that you are requesting be removed, and a description of where it is located on the NFT Marketplace.

When I own an NFT, what are my rights?

NFT Transactions concluded through the Upstream App are unsolicited and auction and bid decisions made by you will be your own decisions and that no representatives of MERJ will offer any auction, bid or NFT ownership advice.

You further understand that you must review your suitability and NFT ownership objectives before placing an NFT Auction or bidding on an NFT Auction. You understand that NFT purchases involve risk, that you may lose the entire price paid, and that the past performance of an NFT, industry, sector, market or NFT digital media does not guarantee future auction values.

How do I export my NFT?

An "NFT Export" moves your tokens across chains from the Upstream Raneum Chain to the Ethereum Mainnet Chain. Please note that not all Issuers allow their NFTs to be exported, and you should always check before committing ETH on Ethereum Mainnet to an export.

To export your Upstream NFT, simply:

1. In your Upstream App tap Investor, NFT then NFT Export.
2. Tap to select the NFT that you wish to export. If the NFT is not in the list, it cannot be exported.
3. Transfer to us the cost of transferring your tokens on the Ethereum Mainnet to this address: 0xd0f37b81d68d9dad843699bcf77e3bee62f4af42. As of 10/4/2023 4:23:06 AM you must transfer 1000.00 ETH to fund the cost of the NFT Export.

Please note: You must transfer this fee from your Upstream Wallet address. You can find this address in the Me screen of your Upstream App. If you have further questions on this, please contact the team at servicedesk@upstream.exchange.

How can I “see” my exported NFT in Metamask?

Once you’ve exported your NFT from the Upstream Raneum Chain to the Ethereum Mainnet Chain, you’ll need to connect your Upstream Keystore to your MetaMask software to access the NFT.

To do this:

1. In your Upstream App tap the ⚙ icon->Manage Signing Key-->Export Signing Key.
2. When prompted, save the Keystore to an appropriate location on your smartphone.
3. Transfer your Keystore file to the computer where you are using MetaMask.
4. Open the Keystore file in a text editor like Microsoft Notepad and delete the "[" and "]" at the very beginning and end of the text (This is for compatibility with MetaMask).
5. Save the file and open your MetaMask browser extension.
6. After authenticating, click your profile picture in MetaMask to open the Profile Menu and choose Import Account.
7. Select JSON file from the drop-down, browse for your Keystore file, enter your Keystore Password, then choose Import.

You will now have your Upstream Wallet connected to MetaMask.

What might Upstream consider objectionable NFT material?

At Upstream’s sole discretion, objectionable material supplied as part of an NFT Auction that may be directly or indirectly construed as being in connection with text, images, videos, or other forms of media so as to:

ABOUT ASSETS TRADED ON UPSTREAM

What types of assets are traded on Upstream?

US & International Equities
Athlete / Celebrity Ventures
Crowdfunded Securities

IPOs

What is an IPO?

An Initial Public Offering (IPO) is the first sale of stock by a company to the public. If an IPO is successful, the shares of the company will usually begin publicly trading on a stock exchange like Upstream/MERJ, the London Stock Exchange, Toronto Stock Exchange, the NYSE or NASDAQ etc.

What makes Upstream IPOs unique?

Typically in an IPO, the general public has to wait for the stock to begin trading on a national exchange in order to purchase shares. With other popular trading apps, you’re able to place a “Pre-IPO” order but you’re not participating in the IPO, you’re just entering your orders for when trading begins.

On Upstream, investors have the ability to order shares before the IPO closes and before trading begins.

Why did I not get my full indication?

Here’s where Upstream operates a little differently. Our goal is to provide as many people as possible with at least some IPO stock at the same price and time as Wall Street. This means every investor who wishes to participate before an IPO closes will be able to. For IPOs in high demand, you may not receive all the shares you ordered. If this happens, at the time the IPO closes, then you will be allocated shares on a pro-rata basis and all of your unspent funds will be unblocked. IPO allocations are not guaranteed and our goal is to level the playing field and distribute shares fairly across all interested public participants.

When can I trade following the IPO?

Upstream IPOs securities are registered, unrestricted securities free to trade on the Upstream app the next trading day following the IPO close.

Dual-listed securities:

What does Upstream offer OTC, Nasdaq, NYSE, OTC Markets and other international companies wishing to dual list?

Upstream is a revolutionary market and trading app giving U.S. issuers access to a global investor base who can trade your company’s shares with digital currency and USD.

What are the benefits for Issuers?

• Solves for deposit and trading issues: Upstream’s U.S. transfer agent deposit and legend lift technology solves for the common deposit and custody roadblocks issuers face.

• Provides enhanced price discovery: Upstream is the first exchange to allow global investors access to U.S. equities using digital currency in the form of USDC stablecoin. This enables issuers to reach modern-day investors and increase liquidity potential.

• Unlocks global liquidity: Be part of the next generation exchange and trading app for digital securities and offer your shares to a whole new set of fans, investors, and traders.

• Provides advanced technology integrations: Streamline shareholder management with Upstream’s cap table and dividend payment solutions, compliance onboarding integrations, and investor communication tools.

• Low fee structure: Access all the perks of an app-based, overseas exchange while enjoying competitive listing and compliance fees.

Click to learn more

WHAT IS A DIGITAL COUPON?

Upstream issuers’ digital coupons are awarded to all shareholders as a redeemable non-fungible token (NFT), one per shareholder regardless of the number of shares owned as of the record date. The digital coupons are not securities and are issued as ERC-721 tokens, an Ethereum blockchain standard for representing ownership of NFTs where each token has a unique identifier.

Our digital coupon strategy for Upstream issuers leverages our redeemable NFT technology to drive shareholder engagement and additional issuer revenue potential. It allows shareholders to get firsthand experience with issuers’ products and opens the door for new customers as shareholders may decide to sell the digital coupon for US dollars on Upstream’s regulated market to non-shareholders.

Digital coupon NFTs have no royalties, equity ownership, or dividends. NFTs are for utility, collection, redemption or display purposes only.

HOW DO I CLAIM A DIGITAL COUPON?

Shareholders can claim their digital coupon by:

1. Download Upstream from your preferred app store at https://upstream.exchange
2. Tap sign-up and complete a simple KYC identity verification. KYC reviews typically within 48 hours Monday-Friday.
3. Once KYC is approved, tap Investor, NFT, NFT claim, enter the claim code, which is announced by the issuer, then Claim.

Once verified, shareholders will find their digital coupon in their Upstream portfolio, typically within 48 hours, and may then sell the digital coupon on Upstream or redeem the digital coupon. If shares are held at a brokerage, you will receive a request for an account statement via email to verify that you’re a shareholder as of record date.

HOW DO I REDEEM A DIGITAL COUPON?

1. Before you can redeem a digital coupon, you must have successfully claimed or purchased it. You can check that you've successfully received your digital coupon by opening Upstream, tapping Portfolio and finding your digital coupon there. Now you’re ready to redeem the digital coupon for your reward!
2. Open Upstream, tap Investor, NFT, NFT Redeem, and select the digital coupon (NFT) ticker symbol for the NFT you are redeeming.
3. Tap ‘Redeem.’
4. Upon successful redemption, the holder will be shown a unique redemption code and the digital coupon will be removed from the Upstream portfolio.

Supply the unique redemption code to the Issuer to fulfill the utility. Find your redemption code any time from the message center by opening the Upstream app, tapping the settings icon in the top right corner then Message Center.

NFTs

What are NFTs?

NFTs “or non-fungible tokens” represent ownership of a particular digital or physical item. This ownership is recorded on a blockchain that can’t be altered, meaning you’ll always have verifiable proof of this ownership.

What are Upstream’s unique NFT integrations?

Ticker NFTs

Bring a physical event into Web3 with ticket NFTs for attendees to gain entry, commemorate an event, receive additional perks, and build community value for the tickets as collectibles.

Redeemable NFTs

Generate meaningful user journeys with Redeemable NFTs which can unlock experiences, digital and physical items while continuing to hold the underlying digital collectibles.

NFT Social Mint

Drive promotions with a share-to-earn NFT experience where fans Tweet about a project and instantly receive a free NFT in their Upstream portfolio as a reward for their promotion.

Soulbound NFTs

Build FOMO with non-transferable Soulbound NFTs that can only be purchased or claimed by fans that were at a particular event.

NFTs on Upstream versus NFTs on other platforms

GETTING LISTED ON UPSTREAM

How do I list my company on Upstream?

Congrats on wanting to include liquidity as part of your growth strategy! Visit our Get Listed page to learn more and begin the application process. We make the process as seamless as possible for you to list on the revolutionary exchange and trading app. We also make the process simple for investors to participate in your offering. For additional questions not answered on the Get Listed page, please contact the team at servicedesk@upstream.exchange.

What are the benefits of listing my company on Upstream?

We believe Upstream represents the future of trading. Although designed to look and feel like a traditional stock exchange, Upstream offers an enhanced trading experience for investors of all levels to trade stocks using the USDC stablecoin and traditional bank payments. With features like streamlined trading strategy tools, a public orderbook, and instant settlement; we invite you to join our community.

Why should I make secondary trading a part of my growth strategy?

• Access new investors who can use both the USDC stablecoin and traditional bank payments
• Low fee structure
• Advanced technology integrations
• Unlock liquidity for your investors
• Helps eliminate short selling

How do I dual list on Upstream?

NASDAQ, NYSE, OTC Markets and International Issuers are invited to dual list on Upstream and offer their shares to an entirely new set of traders, fans, and investors. Learn more on out Get Listed page.

Visit the Get Listed Page to view more of the benefits or email us at hello@upstream.exchange with other inquiries.

FAQS

Are trades solicited on Upstream?

No. Upstream does not solicit customers to do transactions on its platform. Any trade you decide to do must be based on your own investing judgement. Furthermore, if you are a U.S.-based investor, in order to comply with SEC rules, by using Upstream you will have confirmed your acceptance of the Upstream terms and conditions, which state that you affirm that you have not been solicited by Upstream or any of our representatives.

Before making any investment in an Upstream-listed security, an investor should consider, for each investment, their investment objectives, and characteristics, liquidity risks and potential benefits, volatility and likely performance in a variety of market and economic conditions pertinent to whatever security they are considering investing in.

What is the World Federation of Exchanges?

Upstream is a MERJ Exchange Market. MERJ is an affiliate of the World Federation of Exchanges “WFE.” The WFE is the global industry group for exchanges and clearing houses (CCPs) around the world. The WFE represents over 250 market-infrastructure operators ranging from the largest financial centers to frontier markets.

Founded in 1961, the Federation was set up to contribute to ‘’the development, support and promotion of organized and regulated securities markets in order to meet the needs of the world’s capital markets in the best interests of their users.’’ This remains the WFE mandate today.

Who is Upstream’s Cash Custodian?

FinTruth, LLC dba Digital Group t/k/a Digital Trust is our Cash Custodian, a registered Trust Company. Digital Trust is located at 7336 W. Post Rd. Suite 111, Las Vegas NV 89113 USA Phone 866.757.7970

Is there any payment for order flow on Upstream?

No, there is no Payment For Order Flow on Upstream.

Are U.S. Dollar funds in my Upsteam Account insured?

Yes, All Upstream accounts, U.S. and non-U.S., are FDIC-insured up to $250,000 for the cash positions held at our cash custodian Digital Trust.

What is the "Pay Up" feature on Upstream?

The Upstream "Pay Up" feature can be found under the Investor tab, and it allows one Upstream user (payee) to request a payment from one or more Upstream users (payers), and for the payers to transfer the amount directly from their Upstream balance.

The process is delivered in two phases:

• phase one is "Pay Me"
• phase two is "I Pay"

As the name suggests, "Pay Me" creates a payment request in the form of a QR code that is shared via email etc. with other Upstream users, or can be hosted on a website. The request also allows the payee to let the payer(s) know why they are asking for money (e.g., "This week’s pocket money").

The "Pay Me" QR code is then scanned with a smartphone camera to bring the payer into the Upstream app "I Pay" section. This is where the payer transfers payment by simply confirming the amount to be paid, and signing an Upstream app transaction that is submitted to the blockchain for settlement.

Note, "Pay Me" requests do not specify who can pay a payee, anyone can pay a payee as long as they have sufficient funds in their Upstream app.

LEARN

Blog:
https://medium.com/@upstreamexchange

'How To' Tutorial Videos

How to Create an account on upstream
How to participate in an NFT airdrop
How to create an NFT
How to Perform KYC
How to Withdraw Funds
How to Share or Copy Your Wallet

GENERAL OFFER INFORMATION

What is a prospectus?

All IPOs on Upstream are offered pursuant to a prospectus. A prospectus contains the complete details of the investment offering to the public. A prospectus includes some of the following information:

• A brief summary of the company’s background and financial information

• The name of the company issuing the stock

• The number of shares

• Type of securities being offered

• Names of the company’s principals

• Names of the banks or financial companies performing the underwriting

In addition, the prospectus informs investors of the risks involved with investing in the security or fund. Risks are typically disclosed early in the prospectus and described in more detail later. The age of the company, management experience, management's involvement in the business, and capitalization of the stock issuer are also described. The prospectus information also guards the issuing company against claims that pertinent information was not fully disclosed. We encourage you to read the prospectus in entirely before investing.

What are the major differences between common and preferred stock?

Preferred stockholders have greater claim to the company’s assets and earnings than common stockholders. Also, the preferred stockholders’ dividends are generally different and greater than the common shareholders.

What is a PIPE, private placement or secondary offering?

A PIPE, also known as a Private Investment in Public Equity, is a way for companies to raise capital in the public markets in timely and most cost‐efficient manner. A private placement is an offering of securities that are not registered with the FSA. A secondary offering is the issuance of shares from a company that has already done its initial public offering (IPO).

What is Suitability?

Suitability is the determination that a particular investment strategy meets the objectives and means of an investor. It goes beyond just the financial resources of an investor to participate as an accredited investor in, for example, a private placement, but also encompasses the appropriate knowledge and understanding of risk. Investing in the stock market is speculative and investors should understand the risks associated with the investment and what is suitable for their investment objectives.

What is a Registration Statement?

A Registration Statement is a set of documents that discloses important financial information regarding the registration of securities, including a prospectus, which is filed the Upstream regulators so the shares can be sold under certain conditions on Upstream.

What are the types of U.S. Filings & offerings?

Some U.S. issuers that have been quoted on Upstream may have utilized the following registrations or exemptions in their previous funding rounds.

Rule 506(c) is a new exemption that originated from the JOBS Act that allows general solicitation and general advertising in connection with private placements of securities. Rule 506(b) is the exemption that companies have used for decades to raise capital from pre-existing relationships without the use of any advertising or general solicitation. Companies can now choose between 506(b) or 506(c).

The main difference with 506(c) is the higher standard for ensuring that every investor is accredited. For both 506(b) and 506(c), you should have a "reasonable belief" that an investor is accredited before accepting their investment. With 506(b), founders often take the investors own word, and take relatively few steps toward verifying it. That standard isn't good enough for 506(c); you must also take "reasonable steps" to verify that your investors are accredited which include review of financial statements, tax returns or professional letters from lawyers, CPAs, registered investment advisers or brokers. If the rules of 506(c) are not properly followed, the violation can lead to a one‐year hold on your fundraising efforts and a return of capital to investors.

For more, visit http://www.sec.gov/info/smallbus/secg/general-solicitation-small-entity-compliance-guide.htm

Are their Annual Reports for Reg CF?

Companies (referred to by the U.S. Securities and Exchange Commission as an “issuer”) that have raised money through a crowdfunding platform through what is known as a Regulation Crowdfunding(“Regulation CF”) must file an annual report on Form C-AR within 120 days of the end of the company’s fiscal year, if they are required to file (See “Who Must File the Annual Report on Regulation C-AR below). Most company fiscal years end on December 31. In this case, the filing deadline would be April 30 of the following year. Companies with annual reporting obligations under Regulation CF must file the Form C-AR with the SEC and “post on the issuer’s website” the annual report, along with the financial statements of the issuer certified by the principal executive officer of the issuer to be true and complete in all material respects and a description of the condition of the financial condition of the issuer as described. Upstream uses these U.S. Filings as part of the disclosure of information to Upstream traders.

What is a Form C?

For U.S. Issuers, a Form C, also known as the Offering Statement, needs to be completed by any issuer conducting a Regulation Crowdfunding. They must file it with the Securities and Exchange Commission (SEC). The purpose of Form C is for issuers to provide all the information as may be required by investors to make a decision before investing in the company’s crowdfunding offering. A Form C assists investors in evaluating and studying the offering. With it, they can learn the details about the background of the company, potential risks related to investing in the company, the use of proceeds of the raise, and other critical information. If any terms of the offering change before it gets closed or terminated, the issuer also needs to file an amendment to the offering statement on Form C/A. The amendment must include all the additions, changes, or updates.

What is a Form 1-A for Reg A+ Issuers?

For U.S. Issuers, a Form 1-A is the offering document required to be filed for securities offerings that are qualified under Regulation A and Regulation A+.

What is a Form 1-K for Reg A+ Issuers?

For U.S. issuers, a Form 1-K is similar to an annual report. The Form 1-K is the SEC form that must be filed annually by issuers that have completed a Tier 2 offering under Regulation A under the Securities Act. The full text of Form 1-K is available on the SEC's website. Form 1-K consists of:

• Part I (a fillable XML form with basic information on the issuer and its recent Regulation A offerings).
• Part II (which requires, among other disclosure, information about the issuer's business, directors and officers and securityholders; disclosure about related party transactions and interest of management and others in certain transactions; a management's discussion and analysis of financial condition and results of operations; audited financial statements and certain exhibits).

Annual reports on Form 1-K must be filed within 120 days after the end of the fiscal year covered by the report. Upstream uses these U.S. Filings as part of the disclosure of information to Upstream traders.

What is an accredited investor?

Investors may have previously acquired their securities in the U.S. or Canada in a registered or exempt securities offerings pursuant to their status being deemed as accredited.

In the U.S., accredited or sophisticated investors are persons who, due to their income and/or net worth, are deemed to have a level of financial sophistication such that they require a lesser level of protection under the U.S. federal securities laws. With regard to individuals, a person shall be deemed to be accredited under U.S. securities law if they meet at least one of the following categories:

• Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
• Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000, exclusive of residence; or
• Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

What is an unaccredited investor?

Upstream is open to investors of all levels, enabling supporters to get in early on the businesses they love.

An unaccredited investor represents anyone who is not deemed “accredited”. The high-growth-stage for many issuers occurs while they remain private, and these shares have historically been reserved for the ultra-wealthy.

CONTACT

Where is Upstream located?

Upstream is a MERJ marketplace that is located in and the Republic of Seychelles and overseen and regulated by the Seychelles Financial Services Authority (“FSA”) which is the securities and other non-banking financial services regulator in the Republic of Seychelles. The Seychelles FSA is also the primary regulator for anti-money laundering compliance and works closely with the FIU to implement and ensure adherence to OECD Financial Action Task Force (FATF) recommendations. Upstream cash deposits are held in the United States.

How do I contact Upstream?

Please browse our Support Center for common questions. If you have additional questions about Upstream, please reach us at hello@upstream.exchange. For any support related questions, please reach us at servicedesk@upstream.exchange.

How do I get account support?

Please browse our Support Center for common questions. If you have additional questions, please reach us at servicedesk@upstream.exchange.

REGULATORY FILINGS

How do I receive an application to list my company on Upstream?

Please navigate to the Get Listed page and fill out your email, name, and desired transaction. You will be sent the appropriate materials and listing application.

What annual & semi-annual disclosures are required?

• Upstream/ MERJ Participation Agreement
• Upstream Registration Filing
• Issuer Semi & Annual Update Reporting
• Issuer Dual Listing Application
• Upstream Listing Application
• Upstream Listing Flyer

IN-APP ADVERTISING

WHAT IS UPSTREAM’S IN-APP ADVERTISING SERVICE?

Upstream believes you should be paid for your attention. Our revolutionary advertising service gives you, the user, 100% of the revenue from its privacy-respecting ads. As an Upstream user, you can choose to receive push notifications with curated ads for securities or NFTs. You have the option to reject the ad, and not be paid, or tap the ad to engage and be paid for your time.

IS MY PERSONAL DATA SHARED WITH ADVERTISERS?

Upstream’s Web3 advertising service was founded on a decentralized concept which works to give control back to the individual. From the beginning of the internet boom, companies began collecting all types of consumer behavior data. As the internet became part of our everyday lives, consumers became more willing to silently share information in order to receive access to online communities and markets, and digital marketing erupted into a sea of behavior-targeted ads and even more behavior-data collection and so on.

Unfortunately, the desire for these valuable pools of people’s data stored by tech giants and brands has also created honeypots for hackers. Not only were individuals being forced to entrust brands with sensitive, personally identifiable data, they weren’t getting any payment or reward for their contribution to the multi-billion-dollar industry that wouldn’t exist without their data or attention.

On Upstream, we take an entirely different, decentralized approach. As an Upstream Web3 user, you are only identified by your anonymous blockchain wallet with the option to receive curated Upstream ads and are paid for any attention given to securities and NFT advertisements. No personal data is shared with advertisers on this platform. Ever.

HOW DO I OPT-IN TO ADVERTISING SERVICES?

To opt-in to the advertising service, open the Investor screen then tap Advertising, Opt-In to Advertising. From there, you’ll be asked a few questions:

• Max ads per hour:
  This is the maximum number of push-ads that you’re willing to see per hour.
• Minimum Reward Per Ad:
  This is the minimum rewards-per-ad that you are willing to accept on your app. For example, if you set the minimum to 0.01, you will see ads from any signed-up advertiser that will reward 0.01 or greater. If you set the minimum to 1.00, you will only see ads from signed-up advertisers who are willing to reward with 1.00 or greater.
• Receive Ads from Creators I own only:
  Remember, your choices will dramatically affect the number of ads you see (If any!).When you are happy, tap Notarize and your settings will be saved. If you wish to change these settings, simply follow the below instructions to opt-out of advertising, then opt-in with your new choices.

HOW DO I REMOVE MYSELF FROM THE ADVERTISING SERVICES?

To opt-in to the advertising service, open the Investor screen then tap Advertising, Opt-Out of Advertising and tap the Opt-Out button. Follow-the on-screen prompt to complete.

HOW DO I CLAIM THE REWARDS FOR VIEWING ADVERTISEMENTS?

When you are ready to move your Advertising Rewards to your main balance, simply open the Investor screen then tap Advertising then Claim Rewards. Tap the Claim button to confirm and your rewards balance will be moved to your main account balance.

DUAL-LISTING

HOW DO I TRANSFER SHARES TO UPSTREAM?

Depositing your shares into Upstream is easy! Upstream can accept the shares that you hold in your current brokerage account, shares that are held at the transfer agent in book entry, or your physical stock certificate. Here’s how to deposit your shares, step by step.

STEP 1. CREATE AN ACCOUNT ON UPSTREAM & VERIFY YOUR IDENTITY

• Download Upstream and tap Sign Up. This will create your blockchain profile and 'signing key'.
• Complete KYC. To complete KYC identity verification, tap the settings icon in the top right of the navigation, then tap KYC. Be sure to have a valid form of ID and banking details handy. It's important that bank account information matches your name exactly.
• Once your KYC is approved, you’re ready to move to the next step.

STEP 2. DEPOSIT YOUR SHARES WITH THE TRANSFER AGENT

• If your shares are already held at the transfer agent, you may skip this step and move on to step 3. If your shares are held in a brokerage account, please complete the following:
• Contact your broker’s customer service via email and let them know that you’d like to have your shares held as 'direct registration' in 'book entry' at the transfer agent. This must be done before shares can be deposited at Upstream.
• To find the issuer’s transfer agent to contact, please visit the issuer’s profile page on Upstream or visit the issuer’s investor relations page for transfer agent contact details.
• The brokerage firm will know what to do, and they will let you know how long it will take.
• Some brokerage firms may ask you to fill out their particular share transfer form. Contact us at servicedesk@upstream.exchange if you need assistance in completing a share transfer form from your brokerage firm.
• It is important that your name, address and social security number that your shares are registered under at the brokerage firm match the information that you provided when opening your account on Upstream. If your address at the brokerage firm is out of date, then you will need to update it with your brokerage firm BEFORE you transfer your shares to the transfer agent. Note, if the addresses do not match your address on Upstream, then your share deposit to Upstream will be delayed by the transfer agent.
• After receiving confirmation that your shares are with the transfer agent, you may request to deposit your shares on Upstream using the Upstream app.

STEP 3. REQUEST TO DEPOSIT SHARES USING THE UPSTREAM APP

• Open Upstream, Tap Investor, Manage Securities, Deposit Securities. Next, select the Company’s Ticker Symbol and enter the Number of Shares you’re requesting to deposit. Tap Next.
• Confirm whether your shares are free trading or restricted and, optionally, enter your brokerage firm name and brokerage account number, and tap Next.
• Finally, tap Add E-Signature, sign your name on the screen using your finger, tap Done, and then tap Sign.
• Once the transfer is complete you will receive a push notification in the Upstream app and see the share deposit in your Upstream Portfolio. Please note, if shares are not yet listed, they will not be available for trading until listing day.

Please note that the value of each share deposit request on the Upstream app may not exceed $100,000. This value is determined by the closing price of the security on the previous trading day multiplied by the number of shares being deposited.

Once you make the share deposit request using the Upstream app, and the transfer agent has your shares in 'book entry', then most of the time the Upstream deposit process typically completes within 48 hours (Monday to Friday, excluding U.S. holidays).

STEP 4. YOU’RE READY FOR TRADING ON UPSTREAM

Once the shares are in your account, you’re ready to trade on the next generation exchange! Enjoy real-time trading, a transparent orderbook, and other features enforced by blockchain technology. View your shares anytime, anywhere in your Upstream Portfolio. For more information on trading, visit Upstream’s support center.

Note, Upstream will consider requests for deposit and sale of Securities falling under the categories:
Shares trading on NASDAQ or the NYSE
Shares trading on the OTC Markets
Shares issued in private offerings exempt from registration under the Securities Act pursuant to Securities Act Rule 506(c) of Regulation D or Regulation S.

These offerings must comply with the Upstream view that securities must be registered or have a valid exemption from registration in connection with their original issuance pursuant to U.S. or European securities laws in order to qualify for secondary trading on Upstream. In addition, this applies to securities currently trading and held in DTC or Euroclear.

However, Upstream will not consider or accept for deposit any Securities:

• that were not issued pursuant to a registration or a valid exemption from registration;
• that were issued by a company or held by person that is a respondent to any regulatory authority actions, however the specific action may be reviewed for additional . information to allow deposit;
• that have any known “bad actors”, as such term is defined in US Rule in 262 of Regulation A or Rule 506(d) of Regulation D promulgated under the Securities Act; or
• that reference a company or customer name that has been changed or that does not match the name on the account and for which no valid reason is provided.

How do I move shares back to US markets?

It’s simple to move your shares back to the US Markets.

Step 1. Open Upstream, Tap Investor, Withdraw Securities. Enter Ticker Symbol and the Number of Shares you wish to withdraw, then tap Submit.

Step 2. The transfer agent will receive your shares immediately and will hold them in digital book entry in your name.

Step 3. The transfer agent will provide you via regular US mail a DRS Advice (Statement) that shows your shares are now held at the transfer agent in book entry. If you would like to move the shares back to your US brokerage account you will need to contact your broker, provide them with a copy of your DRS Advice and have them request that the transfer agent send back your shares. They will provide you with appropriate forms to complete.

Happy Trading!

SPINOFF SHARE DISTRIBUTIONS

What is a spinoff share distribution?

A spinoff is a new company that's created when a parent company distributes shares in a subsidiary or business division to the parent company shareholders. All parent company shareholders as of a set record date (i.e., shares purchased and held 2 days or more prior to the record date) will be entitled to receive an equal proportion of shares in the spinoff company.

How do I participate in a spinoff share distribution?

Shareholders of the set record date can download Upstream and complete KYC identity verification ahead of the distribution date. Once you have your brokerage statements confirming your shareholding as of the record date. Please proceed to claim your shares on the Upstream app. After receiving your brokerage statements confirming your shareholding as of the set record date you may use the Upstream app to request your share distribution and verify your shareholding.

How do I request my spinoff share distribution?

Once your KYC identification has been approved on Upstream, you’ll be able to request your share entitlement on the app.

1. On the Upstream app, tap Investor, Manage Securities, then tap Spinoff Securities.
2. Select the spinoff ticker symbol from the menu dropdown, select the parent company ticker symbol, and enter the number of shares owned in the parent company as of the record date. Note: Share entitlement will be the number of shares of the parent company you held as of the record date divided by a spinoff ratio, which will be disclosed by the company after the record date. It is extremely important that you enter the correct number of shares you owned in the parent company as of the record date. Any variation may result in delayed share delivery and additional information requests.
3. Tap Claim.
4. Upstream will send you an email to verify your shareholding. You’ll be asked to send a copy of your brokerage statement(s) via email showing your parent company shareholding as of the record date (i.e., parent company shares purchased and held 2 days or more prior to the record date).
5. Once your parent company shareholding has been verified by Upstream and after the distribution date, your spinoff company share entitlement will be automatically deposited into your Upstream Portfolio. You’ll receive a push notification in the Upstream app announcing their delivery. Shares may take up to 5 business days to post to your Upstream portfolio after your initial claim.

Please note that spinoff share allocations to Upstream accounts will not begin until the distribution date.