GETTING STARTED

What is Upstream?

Upstream, a MERJ Exchange Market, is a fully regulated global stock exchange and trading app. Powered by Horizon's ERC-20 smart-contract securities matching engine technology, and Horizon’s ERC-721 smart contract Collectible auction engine technology, the exchange enables investors to directly trade shares in dual listed companies, IPOs, celebrity ventures, and other unique asset classes directly from the Upstream app. Investors can fund their Upstream trading account using a credit/debit card, PayPal, USDC stablecoin on Ethereum or traditional bank (fiat/legal tender) payments such as ACH in the U.S., or a wire transfer of funds in the U.S. and internationally.

Upstream app layout

The Upstream app is made up of five separate tabs that can be selected by tapping the relevant icon at the bottom of the app screen:

  1. Home: Browse all dual listed, listed companies, IPO opportunities and Collectibles. See trending creators along with your account balance and public Upstream account/ wallet.
  2. Market: Buy and sell your securities and Collectibles. Tap Securities or Collectibles in the top navigation to filter your view. The watchlist is where you’ll see any opportunities you’ve ‘starred’.
  3. Portfolio: Portfolio: Find your purchased or claimed securities, Collectibles, and funding balance along with your investment performance/return.
  4. Investor: Investor: Fund your account; update personal details; claim, create, or redeem Collectibles; and export Collectibles to Ethereum.
  5. Orders: View active open orders and previous orders.
  6. Me Page: Me Page: Tap the ⚙ icon at top right of your screen to navigate to the Me page. Find your account balance and your public Upstream account/wallet; complete light-touch KYC identity verification; withdraw funds to your bank account; manage custodial accounts (for users under 18); and other support. Don’t forget to back up your Signing Key by exporting it to a safe place.

All of these screens can be updated by dragging down on the screen, a “pull down to refresh” motion.

What are Upstream’s market hours and trading days?

Upstream is open for 20 hours per day, Monday through Friday. Please visit https://merj.exchange/enquiries/market/market-hours/ for the latest on market hours and holidays.

What does it mean that Upstream is a MERJ Exchange Market?

Upstream is a MERJ Exchange market (MERJ). MERJ operates a fully regulated and licensed integrated securities exchange, clearing system and depository for digital and non-digital securities. MERJ is an affiliate member of the World Federation of Exchanges (WFE), a member of the African Stock Exchanges (ASEA), a member of the Committee of SADC Stock Exchange (CoSSE), a full member of the Association of National Numbering Agencies (ANNA) and a Qualifying Foreign Exchange for OTC Markets in the U.S. MERJ became one of the fastest growing exchanges in 2020 by disrupting the traditional stock exchange model.

What is MERJ Exchange?

MERJ Exchange is an innovative end-to-end, multi-market global financial exchange for equities, debt and derivatives. MERJ has expanded its capabilities by providing markets and services for security tokens and digital assets. Visit https://merj.exchange/.

How is MERJ regulated?

MERJ is 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.

Who can trade on Upstream?

Upstream, a MERJ Exchange Market, is a global exchange for traders of all ages. To create an Upstream account, you’ll need to meet the following basic requirements:

Requirements for traders over 18 years old

  • 18 years or older
  • Mobile/cell phone, capable of receiving SMS
  • Email address

U.S. persons may not deposit, buy, or sell securities on Upstream. However, U.S. persons may create, buy, auction or bid-for Collectibles on Upstream. U.S. person additional requirement.

  • National, or state, Photo ID

U.S. person additional requirement

  • Social Security Number

Requirements for under 18 years old

  • 17 years or younger may participate on Upstream using a custodial account
  • A parent or guardian must fulfill the investor requirements for over 18’s may create
  • Enter the KYC code from the parent or guardian that was generated using the ‘Create KYC Code’ action on the Upstream app

Funding requirements

  • If funding with a national currency, a bank account allowed to send money to a U.S. bank, or a valid debit or credit card.
  • If funding with USDC, an Ethereum mainnet wallet/address.

*Trading not available for citizens of countries restricted by the Office of Foreign Assets Control (OFAC), Financial Action Task Force (FATF) identified high-risk and non-cooperative jurisdictions, and other high-risk jurisdictions, designated at the sole discretion of Upstream.

Who can buy Collectibles on Upstream?

Everyone can purchase or claim Collectibles.

What devices can I trade on?

Trading and account openings are only available through our Apple (iOS) and Google (Android) smartphone apps, as well as our Apple Mac OS desktop app. Account access should be secured using the biometric security feature and/or the two-factor authentication feature of the Upstream apps on your smart devices.

Can a U.S.-based investor trade on Upstream?

U.S. persons may not deposit, buy, or sell securities on Upstream. However, U.S. persons may create, buy, auction or bid-for Collectibles on Upstream.

What opportunities can I participate in on Upstream?

Deposit, buy and sell stocks and collectibles from U.S. and international companies on one global trading app.

How much does it cost to use Upstream?

Upstream sign-up is free. There are no associated membership fees, no minimum dollar amount to maintain an account and no order-placement fees or Collectible bidding fees.

There is a 1% fee charged when your securities buy or sell order executes on the Upstream secondary market.

Upstream does not charge its 1% fee to Collectible buyers, it charges 2% to successful Collectible sellers.

How long does it take for IPO orders to settle on Upstream?

IPO orders on the Upstream primary market settle immediately upon IPO close. A buyer must have sufficient funds in their account to place an IPO buy order. This ensures that the issuer is paid, in full, immediately upon IPO close. Upstream does not permit U.S. persons to participate in IPOs.

What technology is powering Upstream?

Upstream is operated as a regulated stock exchange by Horizon Globex GmbH (Horizon) and is powered by Horizon’s ERC-20 smart contract securities ecosystem, and Horizon’s ERC-721 smart contract Collectible ecosystem, running on an Ethereum layer-2 optimistic-rollup proof-of-authority blockchain, Ráneum. 7 years in the making, Horizon’s tech. stack offers a one-stop shop from securities issuance through to secondary trading and settlement as well as Collectible minting, auction and settlement. The Horizon trading technology suite covers initial securities and Collectible issuances, onboarding KYC/AML, cap. table management, dividend payment, regulatory compliance, listing for of securities and Collectibles for secondary trading on Upstream. Learn more at https://www.horizonfintex.com/.

What is the vision behind Upstream?

We aim to unlock liquidity for investors of all levels on our investor-driven, app-based market. On the surface, Upstream offers global investors a real-time, secure, and intuitive trading app. Under the hood, Upstream introduces what we believe to be the future of securities and Collectible trading featuring some of the highest levels of transparency, accessibility, and investor protections enforced using Ethereum smart-contract technology.

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 Upstream account/ wallet and ‘signing key’.
  2. Browse securities and Collectible 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.

Dual listings and IPOs

  1. DOWNLOAD UPSTREAM and tap Sign Up. This will create your Upstream account/ wallet 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.  
  4. PURCHASE SHARES. Navigate to Market and find the securities you’d like to purchase, 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. For IPOs, 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.

Collectibles

To claim a free Collectible
  1. DOWNLOAD UPSTREAM and tap sign up.
  2. CLAIM COLLECTIBLE. Open Upstream, Tap investor, Collectible, claim, enter the claim code once revealed.
  3. HOLD OR TRADE COLLECTIBLE. You will receive a push notification and your Collectible in your Upstream portfolio.
To purchase Collectibles
  1. DOWNLOAD UPSTREAM and tap sign up.
  2. FUND YOUR ACCOUNT. To fund using a debit/credit card, or PayPal, Tap investor, fund my account, then tap your desired funding method.
  3. PURCHASE COLLECTIBLE. Open Upstream, tap market, tap Collectibles in top navigation bar, tap desired Collectible, enter bid amount, then tap Buy Now.
  4. HOLD OR TRADE COLLECTIBLE. You will receive a push notification and your Collectible in your 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. Custodial accounts for U.S. persons may not trade securities on Upstream.
  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, Collectibles and securities to the minor's Upstream account/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, you will be prompted to complete our light-touch KYC process to continue trading, which we’ve made as fast and frictionless as possible. Complete a few pieces of personal information, snap a photo of 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 Collectibles 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:

Account Number:
9855295864
Bank Name:
Bank United
Bank Address:
14817 Oak Lane, Miami Lakes, FL 33016, USA
SWIFT Code:
BUFB US 3M
ABA:
2670-9059-4
Beneficiary Name:
Digital Trust
FFC:
0x[40-character Ethereum wallet address]*

*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, 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 accounts are individually insured and are bankruptcy protected. See here for details. 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 user's personal wallet.

Note, Upstream does not charge a USDC withdrawal fee. The exact number 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 (about 2 days), 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 Collectible bids. The total value of your buy orders (share price * order size), and maximum Collectible 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 typically 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.

Collectible Trading Fee: 0% to buy Collectibles and 2% to sell Collectibles.

Collectible Auction Fee: $1 fee to list an Collectible 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 identity verification 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. U.S. domiciled companies or non-U.S. companies whose ultimate beneficial owner(s) is a U.S. person may not trade securities on Upstream.

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 securities and Collectibles 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 are  individually  insured and are bankruptcy protected. See here for details.

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 shareholder 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. U.S. person may not hold securities on Upstream.

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. U.S. persons may not trade securities on Upstream.

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?

  1. Navigate to the Market
  2. Tap on the security you’d like to buy
  3. Tap Buy; U.S. persons may not buy securities on Upstream.
  4. Set the Limit Price (i) (The Limit Price for a buy, aka a bid, is the highest share price you’re willing to pay for the security) You’re guaranteed to pay the price you set or less for your securities. Please note that the default Limit Price is automatically set to the current best price available on the market.
  5. Select your Order Size (i) (The Order Size represents how many shares you’d like to purchase for the price you set per share) by typing in the number of shares you’d like to buy for the price you’ve set or sliding the scale to your desired amount of shares you’d like to purchase.
  6. You must have sufficient funds to complete the share purchase as entered plus the 1% fee. Note, while your order is awaiting execution, the funds required for this transaction will not be available to you for other buy orders. You must have sufficient funds available to fulfil all of your open Buy orders.
  7. Hold and drag the Select Expiry button to select how long you want your selected offer to buy the securities to be available on the market.
  8. Tap the Buy button and verify your identity using biometrics and your order will be signed by the Upstream app and submitted to the blockchain orderbook.
  9. If your order is filled or partially filled based on the parameters you’ve set, you’ll be notified via the app. The new shares will appear in the Portfolio section of the Upstream app and your available funds will be reduced by the trade value (avg. share price * order size) plus 1%.
  10. You can see all your previous orders or active orders waiting to be filled by navigating to the Orders tab in the app.

How do I sell securities?

  1. Navigate to the Market. You can also sell from the Portfolio section of the app.
  2. Tap on the security you’d like to sell
  3. Tap Sell; U.S. persons may not sell securities on Upstream.
  4. Set the Limit Price (i) (The Limit Price for an ask(sell) is the lowest share price you’re willing to sell your securities for). You’re guaranteed to sell for the price you set or more for your securities. Please note that the default Limit Price is automatically set to the best offer currently available on the market.
  5. Select your Order Size (The Order Size represents how many shares you’d like to sell for the price you set per share) by typing in the number of shares you’d like to sell for the price you’ve selected or sliding the scale to your desired amount of shares you’d like to sell.
  6. You must have sufficient shares to complete the share sale as entered. Note, while your order is awaiting execution, the shares required for this transaction will not be available to you for other sell orders. You must have sufficient shares available to fulfil all of your open Sell orders.
  7. Hold and drag the Select Expiry button to select how long you want your selected offer to sell the securities to be available on the market.
  8. Tap the Sell button and verify your identity using biometrics and your order will be signed by the Upstream app and submitted to the blockchain orderbook.
  9. If your offer is filled or partially filled based on the parameters you’ve set, you’ll be notified via the app. Your new share balance will appear in the Portfolio section of the Upstream app and your available funds will be increased by the trade value (avg. share price * order size) minus 1%.
  10. You can see all your previous orders or active orders waiting to be filled by navigating to the Orders tab in the app.

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 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 (NON-U.S. ONLY)

  • 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 (NON-U.S. ONLY)

  • 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 (NON-U.S. ONLY)

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.

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. U.S. persons may not trade securities on Upstream.

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. U.S. persons may not trade securities on Upstream. Companies seeking crowdfunding or private placement 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 study information on companies available at a variety of websites.

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

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.

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 are the benefits of listing my company on Upstream?

As you know, liquidity is tough today. International retail investors do not have the ability to directly purchase U.S., Canadian, and other listed securities without going through a cumbersome process. This may be limiting issuers’ ability to raise capital, increase liquidity and access new investors. The concept of directly accessing dual listed securities using just an app did not exist…until Upstream.

Traders simply download, complete light-touch KYC, and fund their account using U.S. dollars, credit card, debit card, PayPal, or USDC digital currency all from within the secure trading app. Upstream is designed to unlock liquidity, enhance price discovery, and truly globalize the opportunity to invest in exciting growth opportunities like yours.

Additionally, listing on Upstream comes with over $100,000 of additional IR value for your company from Upstream.

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

  • Direct access to a regulated market: Upstream gives direct access to the market through a user-friendly trading app. Upstream, a MERJ Exchange market, is an affiliate of the World Federation of Exchanges (WFE), recognized by HM Revenue and Customs UK as a ‘Recognized Stock Exchange’, a full member of the Association of National Numbering Agencies (ANNA) and a Qualifying Foreign Exchange for OTC Markets in the U.S.
  • Address Common Challenges: Upstream was built with the specific purpose of addressing the common challenges issuers face on the OTC market. Our dedicated team of Wall Street pioneers and software engineers have worked diligently to overcome these hurdles.
  • Cutting-Edge Features: Upstream offers a range of cutting-edge features to enhance issuers’ experience including seamless transfer agent integration, a prohibition on short selling, and high-tech, user-friendly trading tools powered by smart-contract technology.
  • Shareholder Loyalty and Engagement: We have designed a unique program to reward your shareholders for their loyalty and support. Through our digital coupon program, shareholders can receive coupons that can be redeemed for your company's products, services, experiences, or events. This program enhances fan engagement, drives revenue, and encourages active trading among shareholders.

What Types of Assets are Traded on Upstream?

  • Deposit, buy and sell securities and Collectibles from U.S. and international companies on one global trading app.
  • Types:
    • Dual listed securities
    • IPOs
    • Athlete/celebrity ventures
    • Crowdfunded companies
    • Digital collectibles

What's included in Upstream's marketing package for listing?

  • Issuers receive $100k IR value included in our marketing package to help bring visibility to their listing. Media Community:
    • IBN
    • Spotlight Growth
    • Investment Pitch Media
    • New to the Street
    • ADVFN gital collectibles
    • Mission Matters

WHAT IS A DIGITAL COUPON?

Upstream issuers’ digital coupons are awarded to all shareholders as a redeemable non-fungible token (Collectible), 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 Collectibles where each token has a unique identifier.

Our digital coupon strategy for Upstream issuers leverages our redeemable Collectible 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 Collectibles have no royalties, equity ownership, or dividends. Collectibles are for utility, collection, redemption or display purposes only.

HOW DO I CLAIM A DIGITAL COUPON?

Shareholders as of the announced record date can claim their digital coupon with the following steps:

  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, Collectibles, 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 the set 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, Collectible, Redeem, and select the digital coupon (Collectible) ticker symbol for the Collectible 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.

Dual Listings:

How do I dual list on Upstream?

We’re inviting issuers listed on major stock exchanges to list and provide a digital-first investor base the ability to trade their shares using an app from anywhere in the world. Get started on our Get Listed page or email us at  hello@upstream.exchange  with other inquiries.

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

What does Upstream provide companies wishing to dual list?

We’re inviting issuers listed on major stock exchanges to list and provide an international investor base the ability to trade their shares using an app from anywhere in the world.

  • Dual listing your company on Upstream is simple and only takes about 30 days. 
  • Experience a potential increase in local share-trading volume through Upstream's global exposure.
  • Access new investor capital locally and globally. 
  • Upstream is a part of MERJ. MERJ is a fully regulated and licensed exchange affiliated with the World Federation of Exchanges, recognized by HM Revenue and Customs UK, and a member of various esteemed organizations.

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 etc. U.S. persons may not invest in IPOs on Upstream.

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. U.S. persons may not trade securities on Upstream.

How long does it take for trades to settle on Upstream?

Trades on the Upstream secondary market instantly settle. For IPOs, trades settle immediately upon IPO close. If you are the seller, then you may withdraw funds as soon as your trade is executed. Note, short selling of securities is not permitted on Upstream. Similarly, a buyer must have sufficient funds in their account to place a buy order. This ensures that the seller can be paid, in full, immediately upon trade execution.

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?

U.S. persons may claim spinoff securities on Upstream, however, U.S. persons may not deposit their claimed shares for secondary trading on Upstream. Please visit the Issuer’s investor page for more information. U.S. persons may not trade securities on Upstream.

Non-U.S. shareholders of the set record date can download Upstream and complete KYC identity verification ahead of the distribution 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?

U.S. persons may not deposit, buy, sell, withdraw or claim spinoff securities on Upstream. Please visit the Issuer’s investor page for more information.

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.


When can I trade my shares if they’re restricted?

If shareholders receive restricted shares, they may be eligible for removal of restrictions and traded on Upstream six months after the share distribution date, if certain requirements are met.

Click to learn more

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

COLLECTIBLES MARKET

What is a Collectible?

Collectibles are media with unique, unchangeable digital IDs that represent ownership of a unique digital reward, merchandise, item, etc.

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

  1. is delivered by electronic means, and in respect of which all requisite approvals being provided where necessary;
  2. is held on a non-fungible basis;
  3. is auctioned inside the Upstream Collectibles Marketplace, as determined by MERJ;
  4. is subject to being distinguished by a token-identifier;
  5. is not subject to any restrictions on foreign ownership, unless otherwise agreed to by MERJ, and
  6. is not subject to any restrictions on transferability, unless otherwise agreed to by MERJ.

What is the Upstream Collectible Marketplace?

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

What are Collectibles on Upstream versus Collectibles on other platforms?

What are Upstream's unique Collectible integrations?

Phygital Collectibles

Link your physical products to their digital replicas. Authenticate products, create digital timestamps, and build new revenue potential online.

Airdrop Collectibles

Reward your fans with free, time sensitive collectibles to celebrate milestones, commemorate events, act as proof of attendance, or gift memorable keepsakes. Make claimable with a secret code.

Redeemable Collectibles

Redeem collectibles for physical items or experiences. Chain redeemable collectibles work together to drive sales, create meaningful user journeys, and enhance fan engagement with your digital-first audience.

Membership Collectibles

Grant access to online communities, exclusive events, and other perks. With blockchain-verified ownership, members can be rewarded with exclusive or time-sensitive perks determined by membership tier, activity, and more.

Sponsorship Collectibles

Raise sponsorships from fans by selling digital collectibles and rewarding sponsors with exclusive content, gifts, etc.

Donation Collectibles

Increase donations with thank you Collectibles to donors that act as a donor level badge, membership, or offer a small gift, all while bringing awareness to initiatives.

Ticket Collectibles

Bring a physical event into Web3 with ticket Collectibles for attendees to gain entry, receive additional perks, and continue engagement beyond an initial event.

Geofence Collectibles

Drive traffic digitally to drive traffic physically. With geofenced Collectibles, creators can drive foot traffic to specific locations or make rewards at events rare and claimable only by those in proximity.

Auction Collectibles

Auction one-of-one merchandise or Collectibles to the highest bidder.

Soulbound Collectibles

Create permanent markers or instill FOMO with Collectibles that remain with the original holders and can't be traded.

How do I book and intro call?

Interested brands or individuals can schedule an intro call using our BOOKING LINK or email us at hello@upstream.exchange.

How do I Claim a Collectible?

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

Watch tutorial video on how to participate in a Collectible airdrop

How can I purchase a Collectible?

  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 COLLECTIBLE. Open Upstream, tap Market, tap Collectibles in top navigation bar, tap desired Collectible, enter bid amount, tap Buy Now.
  4. HOLD OR TRADE COLLECTIBLE. Buyers will receive a push notification and find their Collectible in their Upstream portfolio.

Watch tutorial video on how to purchase a Collectible

What’s a redeemable Collectible?

A redeemable Collectible on Upstream enables buyers to redeem an item or experience while still being able to hold the underlying digital collectible. Upon redemption, the Collectible unlocking the experience is ‘burned’ and replaced with an evolved Collectible 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 Collectible?

Some Collectibles are redeemable for an item or experience.

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

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

Supply this secret code to the Collectible creator to fulfill the utility offered by the Collectible. The Collectible 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 Collectible Transactions?

There are three types of Collectible Transactions,

  1. is the creation of a Collectible on the Upstream App,
  2. is the purchase and sale of a Collectible on the Upstream App, including any bid placed in an Upstream Collectible Auction,
  3. is the claiming of a free Collectible

What is a Collectible Auction?

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

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

How can I sell a Collectible?

  1. Open Upstream.
  2. Tap Portfolio and tap your Collectible.
  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 Collectible 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.

Collectible Auctions

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

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

In placing a bid, you agree to purchase the Collectible 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 Collectible Auction. If you are outbid, then the block will be lifted.

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

At the close of a Collectible 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 Collectible on the following terms:

  1. the purchase price payable for the Collectible will be the second highest bid of the Collectible Auction,
  2. immediately following the close of the Collectible Auction, the purchase price will be debited from the purchaser’s Upstream Account, the purchase price less the Collectible Sales Fee, as shown in the Upstream Terms and Conditions, will be credited to the seller’s Upstream Account, and the relevant Collectible will be credited to the purchaser’s Upstream Account.

Where can I create a Collectible?

You must have a credit balance of the Collectible creation fee, as shown in the Upstream Terms and Conditions, in order to create a new Collectible on the Upstream App. All new Collectibles 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 Collectibles, then tap Create. During the creation,

  1. You will be asked for your collectible’s media, the thumbnail needs to be 500x500px and the media cannot exceed 10 megabytes. Please note we do not accept any WAV or HEX files.
  2. Then you will be asked to name your Collectible,
  3. Set your reserve price (the lowest price you are willing to sell for), how long the auction should last (for today, until tomorrow, one week or one month), and
  4. Add a full description of the Collectible media. Then you must tap the Notarize button and wait for the response.

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 a Collectible.

After the first Notarization step, you will be shown the second and final phase of the auction creation process when you may upload the Collectible 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 Collectible is live on the marketplace.

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

Watch tutorial on how to create a Collectible tutorial

Can I track how my auction is doing?

Yes, you can see the current best bid on your Collectible Auction in the Upstream App by tapping the Portfolio button at the bottom of the screen and tapping the Collectible 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 Collectibles will be appear in the Upstream App’s Portfolio screen. You may tap on a Collectible and re-auction whenever you wish.

Can I cancel an auction before the close?

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

How do I place a bid?

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

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

Note, Upstream Collectible 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.

What is Upstream's digital rewards program?

Enhance benefits and drive your community with actionable incentives that reward, retain and grow your loyal brand community. Add to your existing or new loyalty rewards program by adding unique digital rewards consumers can buy, claim, sell, or trade with each other to get their ideal benefits. Build an online trading community of brand ambassadors while gamifying your existing loyalty program and enable your consumers to earn even more benefits.

What is Upstream Accelerate?

Upstream accelerate enables athletes to raise sponsorship from their email list or social media followers by selling collectibles

How it Works:

  1. LAUNCH Sell sets of collectibles per game, race, event, show, etc. The Creator decides # of collectibles.
  2. OUTREACH Creator shares the opportunity with supporters across email and social media.
  3. FANS BUY COLLECTIBLES Sponsors buy the collectibles on the Upstream app.
  4. ENGAGE SPONSORS Creator gifts a free collectible which is delivered directly to Sponsors.

What is Upstream's Carbon Removal Program?

Upstream is proud to offer racers the opportunity to race in neutral by purchasing carbon removal units and linking them to a digital replica of a racecar on Upstream for a transparent and immutable record of sustainability.

How it Works:

  1. Create your Racecar Profile Use Upstream to generate a unique QR code for your car. Just add a photo of the car, and set the make, model, and fuel consumption.
  2. Purchase Carbon Removal Units Purchase Upstream carbon removal units to match your cars carbon emissions per race event. These units are linked to your digital racecar, and this record is available publicly for fans to follow along by scanning your cars QR code.
  3. Record Your CONTRIBUTIONS Each carbon removal unit purchased is immortalized with a unique Upstream digital receipt that’s timestamped on a blockchain for a permanent history of your carbon removal contributions.
  4. Add New Digital VEHICLES to your Fleet Continue purchasing carbon removal units linked to the same digital racecar, or create more digital racecars or transport trucks, for each race event. Display your fleet on your site or social media.

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

Our website has the latest terms and conditions here: https://upstream.exchange/media/upstream-participation-agreement-2023.pdf

What technical standard do Upstream Collectibles follow?

Upstream Collectibles adhere to the Ethereum ERC-721 standard.

How do I report objectionable Collectible media?

If you find an objectionable Collectible 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 Collectible auction will be withdrawn from public view.

If you feel that you have a legitimate copyright infringement claim on Collectible 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 Collectible Marketplace.

Our copyright agent will contact you for further information such as:

  1. infringed party’s address, telephone number and e-mail address,
  2. a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law,
  3. a statement that the information supplied is accurate, and under penalty of perjury, that you are the copyright owner, or the authorized person to act on behalf of the copyright owner; and
  4. the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright, or of an exclusive right that is allegedly infringed.

When I own a Collectible, what are my rights?

Collectible 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 Collectible ownership advice.

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

How do I export my Collectible?

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

To export your Upstream Collectible, simply:

  1. In your Upstream App tap Investor, Collectible then Export.
  2. Tap to select the Collectible that you wish to export. If the Collectible 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 4/22/2024 1:45:37 PM you must transfer 1000.00 ETH to fund the cost of the Collectible 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 Collectible in Metamask?

Once you’ve exported your Collectible 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 Collectible.

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 Collectible material?

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

Our copyright agent will contact you for further information such as:

  1. be racist, bigoted, or discriminatory against any race, sex, religion, nationality, disability, gender, age, or any other basis protected by Seychelles law, ordinance, or regulation;
  2. threaten, support, or depict acts of cruelty, hatred, intolerance, violence; or depict acts that appear to cause harm;
  3. be obscene, lewd, crude, vulgar, profane, defamatory, or inappropriate;
  4. be offensive or express explicit, graphic, or excessive indecent content that is or could be considered inappropriate, unsuitable, or offensive;
  5. encourage or depict irresponsible or illegal use of beverage alcohol, nicotine, tobacco, marijuana, drugs, or controlled substances, including any use thereof by minors;
  6. include or be suspected of including any materials that may violate or infringe copyright, trademarks, intellectual property rights, or any other proprietary right of any person, including without limitation rights of privacy or publicity, or any person;
  7. refer, depict, or in any way reflect negatively or in false light on Upstream, MERJ or their staff, the trademarks of any of the foregoing, or any other person or entity; or
  8. be or may be unlawful or otherwise in violation of or contrary to any applicable Seychelles law, regulations, or ordinance.

ABOUT ASSETS TRADED ON UPSTREAM

What types of assets are traded on Upstream?

US & International Equities
Athlete / Celebrity Ventures
Crowdfunded Securities

Dual-listed securities:

WHAT DOES UPSTREAM OFFER COMPANIES WISHING TO DUAL LIST?

Upstream is a revolutionary market and trading app giving companies access to a global investor base who can trade your company’s shares with digital currency and USD. U.S. persons may not trade securities on Upstream.

What does Upstream offer dual listing issuers?

Upstream is a revolutionary market and trading app giving issuers access to a global, digital-first investor base.

Click to learn more

Race Without A Trace Collectibles

Race Without A Trace (RWAT) is an Upstream sustainability initiative that allows motor racing drivers, both professional and amateur, to purchase carbon removal units commensurate with their CO2 emissions per event.

Upstream carbon removal purchases are facilitated by Frontier*, an advance market commitment to buy $1B+ of permanent carbon removal by 2030. Frontier’s in-house team of science and commercial experts, supported by 60+ external technical reviewers, sources and evaluates the most promising carbon removal technologies.

Carbon removal is critical to counteract climate change. To prevent the most catastrophic effects of climate change, the world will likely need to both reduce new CO2 emissions and remove prior CO2 emissions from the atmosphere.

RWAT allows drivers to create a Collectible for one or more of their cars. Once created, RWAT allows drivers to enter the number of litres of petroleum consumed per event, per car.

Each litre of petroleum emits approximately 2.35 kilograms of carbon dioxide (CO2). Upstream users may purchase that number of kilograms worth of carbon removal units from Frontier. Upstream issues a permanent, immutable, purchase-receipt using our Collectibles technology.

Each RWAT car has a unique QR code that identifies the vehicle and lists all of the carbon removal units purchased for this vehicles racing history.

*Frontier offtakes are a contractual agreement to purchase tons of carbon removal, at a future date and at a certain price, once verified by Frontier. Frontier mitigates carbon removal delivery delays and failures. However, in case of a delay, Upstream will wait with Frontier for the tons to be delivered. And, in case of a delivery failure, Upstream receives a full refund from Frontier which will be used to purchase an equivalent offtake.

IPOs:

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. U.S. persons may not trade securities on Upstream.

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.

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.

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. U.S. persons may not trade securities on Upstream. 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 is an unaccredited investor?

Upstream is open to investors of all levels, enabling supporters to get in early on the businesses they love. U.S. persons may not trade securities on Upstream.

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.

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 Collectibles. 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 Collectible 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

MARKET POOLS

WHAT ARE MARKET POOLS?

Market pools can be managed under the Upstream apps 'Investor' tab named 'Market Pools'.

A market pool (MP) is a number of securities that are deposited into the Upstream order book smart contract along with US Dollars (by Upstream traders that wish to provide market liquidity) which allows other traders to buy or sell securities using the MP as a counterparty. MPs have guaranteed liquidity and freely discoverable pricing.

Traditional trading liquidity is provided on Upstream using a limit order book where buyers and sellers create individual orders organized by price. In addition to the Upstream limit order book, Upstream now offers trading liquidity using MPs inside the order book, with each MP being comprised of two assets, a security (ticker) and US Dollars.

Any Upstream user with a balance of securities and US Dollars may add liquidity to an MP.

An Upstream user with an MP balance of securities and US Dollars may remove their securities and US Dollars from an MP at any time.

The number of shares and the amount of money that an Upstream user deposited into an MP will fluctuate whenever another Upstream trader executes an order with the MP as their counterparty.

Therefore, when withdrawing shares and money from an MP, users may get “more shares and less money”, or “more money and less shares”.

WHAT HAPPENS TO MY SHARES WHEN I DEPOSIT THEM INTO A MARKET POOL?

All shares offered for sale have a lien placed on them, so as to prevent double-selling (short selling). So, the shares that were deposited into the MP remain owned by the market pool (MP) contributor but cannot be offered for sale in the Upstream order book.

WHAT HAPPENS TO MY MONEY WHEN I DEPOSIT IT INTO A MARKET POOL?

All monies deposited into a market pool (MP) will have a lien placed on the deposit amount, so as to prevent double-spending (shorting cash). So, money deposited into the MP remains owned by the market pool (MP) contributor but cannot be used to buy securities in the Upstream order book or withdrawn etc.

Upstream traders can see two cash balances in the app, one is the 'Balance' and the other is the 'Available Balance'. When a buy order is placed in the order book or a money is deposited into an MP then the users 'Available Balance' is reduced accordingly. However, the users overall 'Balance' is unaffected until a buy order executes, or the MP executes a sell order with another trader.

DO MARKET POOLS PAY LIQUIDITY PROVIDERS A FEE?

Yes. Every trade against a market pool (MP) pays 0.16% of the trade value (price*size) to the MP contributors, pro rata to their percentage of the total MP.

If an Upstream trader is the sole liquidity provider for an MP and another Upstream trader buys 100 shares at $1.01 per share, a $101 trade value, then the MP liquidity provider earns 0.16% of $101, $1.616.

If an Upstream trader is provides 40% of an MPs liquidity and another Upstream trader buys 100 shares at $1.01 per share, a $101 trade value, then the MP liquidity provider earns 40% of the 0.16% of $101, $ 0.646.

An MP contributors accrued fees can be seen in the Upstream apps ‘Investor’ tab, ‘Market Pools’, ‘My Pools’ screen.

HOW CAN I WITHDRAW MY MARKET POOL EARNINGS?

An MP contributors accrued MP fees are only eligible for withdrawal from the users US Dollar account after the user removes their entire MP contribution in the Upstream apps 'Investor' tab, 'Market Pools', 'Remove from Pool' screen.

HOW DOES MARKET POOL TRADING WORK?

Upstream buyers and sellers seamlessly trade with a market pool (MP) as their order book counterparty at 'best price', which is determined by using the mathematical formula (x)*(y)=(k), where (x) is the security balance, (y) is the US Dollar balance, and (k), a constant, is the product of (x) multiplied by (y).

Upstream MPs' order book prices are determined by the amount of a security (x) and US Dollars (y) in a given MP. For example, if there are 10,000 securities (x) and 10,000 US Dollars (y) in an Upstream MP, then the constant product (k) is (10,000x$10,000) 100,000,000, and the share price is $10,000/10,000, $1.

If an Upstream trader was to buy 100 securities where the ‘best price’ in the order book was an MP, then the number of securities (x) would reduce by 100 to 9,900, and in order to maintain the constant product (k), the amount of US Dollars (y) would need to rise to $10,101(y); where x*y=k is now 9,900*$10,101=100,000,000. So, in this example, the buyer would receive 100 shares in exchange for $101.00, so the buyer paid $1.01 per share, and the ‘best price’ would become $10,101/9,900, $1.02. Therefore, a buy caused the MP share price to rise.

If an Upstream trader was to sell 100 securities where the ‘best price’ in the order book was an MP, then the number of securities (x) would increase by 100 to 10,100, and in order to maintain the constant product (k), the amount of US Dollars (y) would need to reduce to $9,901(y); where x*y=k is now 10,100*$9,901=100,000,000. So, in this example, the seller would sell 100 shares in exchange for $99.00, so the seller received $0.99 per share, and the ‘best price’ would become $9,901/10,100, $0.98. Therefore, a sell caused the MP share price to fall.

The more buying there is from an Upstream MP, the higher the share price. The more selling there is into an Upstream MP, the lower the share price. Using a constant product formula, an MPs share price changes can be determined using a simple pricing curve.

HOW TO EVALUATE THE PRICE MY TRADE WOULD GET WHEN A MARKET POOL IS THE COUNTERPARTY?

It is important to evaluate the liquidity available in an MP before trading. An MP with low liquidity may not give the trader a satisfactory price.

To evaluate the liquidity available in a liquidity pool, visit the Upstream market data service at https://trader.upstream.exchange/marketdata and search for the ticker symbol of the security you would like to trade.

If you want to buy shares, then add the amount of money you wish to spend buying shares to the market data "Cash Vol." value, and then divide the market data "CPF" value by this number to get the number of shares that the MP will sell for this amount of money.

E.g. Share Vol. = 10,000, Cash Vol. = $10,000 and CPF = 100.0m; potential buy of $100 worth of shares; add $100 to $10,000, $10,100 and then divide 100.0m by $10,100, 99.01 shares. $100, plus the 1% Upstream exchange fee, $101, buys 99.01 shares.

If you want to sell shares, then add the number of shares you wish to sell to the market data “Share Vol.” value, and then divide the market data “CPF” value by this number to get the amount of money that the MP will pay for this number of shares.

E.g. Share Vol. = 10,000, Cash Vol. = $10,000 and CPF = 100.0m; potential sell of 100 shares; add 100 to 10,000, 10,100 and then divide 100.0m by 10,100, $99.01. Selling 100 shares gets $99.01 minus 1% Upstream exchange fee, $98.02.

CAN UPSTREAMS’ TRADING CIRCUIT-BREAKERS AFFECT MARKET POOL TRADES?

Yes. Upstream operates trading circuit-breakers whenever a given securities share price moves +/- 10% from the ‘last’ trading price. Once a circuit-breaker is triggered, then the affected ticker is suspended from trading for 15 minutes.

However, only orders with a non-market pool (MP) counterparty will trigger a circuit-breaker because Upstream implements a protection in the smart contract that only allows any given trade against an MP to move the price to just under the maximum of 10% (+10% for a buy, and -10% for a sell). When this occurs, the remainder of the Upstream traders order that was executing with the MP counterparty will be cancelled, and a partial fill resulting in just under a 10% share price change will execute.

WHAT HAPPENS IF I TRY TO BUY ALL THE SHARES INSIDE A MARKET POOL?

When a trading-counterparty is a market pool (MP), Upstream operates an automatic partial-fill followed by a cancel when an MP order-fill causes this orders average share price to move just under +10% from 'last'.

This "partial-fill and cancel" order book logic ensures that only a certain number of shares can be bought at any one time, i.e. such shares that moves the average share price by just under 10%.

The next buy order will be more expensive, since the price curve will adjust the share price based on the constant-product formula. In theory, the buyer could continue buying shares from the MP, triggering the "partial-fill and cancel" over and over. However, the share price would rise to infinity as the buy orders continued.

Therefore, because of how the constant-product pricing formula works in conjunction with the +/-10% "partial-fill and cancel" inside the Upstream order book, all 10,000 shares can never be purchased from an MP as the share price will eventually approach infinity.

WHAT HAPPENS IF I TRY TO BULK-SELL MY SHARES INTO A MARKET POOL?

When a trading-counterparty is a market pool (MP), Upstream operates an automatic partial-fill followed by a cancel when an MP order-fill causes this orders average share price of a given security to move just under -10% from 'last'.

This "partial-fill and cancel" order book logic ensures that only a certain number of shares can be sold at any one time, i.e. such shares that moves the average share price down by just under 10%.

The next sell order will be executed at a lower share price, since the price curve will adjust the share price based on the constant-product formula. In theory, the seller could continue selling shares to the MP, triggering the “partial-fill and cancel” over and over. However, the share price would eventually approach zero as the sell orders continued.

Therefore, because of how the constant-product pricing formula works in conjunction with the +/-10% "partial-fill and cancel" inside the Upstream order book, all the money in an MP can never be paid to a bulk-seller from an MP as the share price approaches, but never reaches, zero.

Furthermore, Upstream does not permit the price of a share to be below $0.01. So, once this price floor is reached, then no more sell orders will be accepted by the order book smart contract, however, buy orders continue to be permitted at or above $0.01.

WHAT IS IMPERMANENT LOSS?

Impermanent Loss (IL) is when the price of the securities in a market pool (MP) diverges from the original price when the MP deposit was made. This happens while one side of the liquidity position rises, resulting in a reduction of the other liquidity position value.

During each trade, an amount of either shares or money is moved inside the MP smart contract for an amount of the other side of the MP pair such that the constant product (k), (x)*(y)=(k), is maintained.

The share price may or may not return to the price you provided liquidity at. If it doesn’t return to the original price that you provided, this is considered impermanent loss, although the MP contributor will have more shares and less money in the MP contribution.