GETTING STARTED

What is Upstream?

Upstream, a MERJ Exchange Market, is a fully regulated global stock exchange for digital securities. Powered by Horizon's ERC-20 smart contract matching engine technology, the exchange enables investors to trade shares in IPOs, crowdfunded companies, digital SPACs, athlete/ celebrity ventures, and other unique asset classes directly from the Upstream app. Investors can fund their Upstream trading account using USDC stablecoin on Ethereum or a 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. Market: This is where Upstream traders can find securities to buy and sell
  2. Portfolio: This is where your securities and funding balances are shown along with your investment performance/return
  3. Orders: This is where your currently open orders, and your previous orders are shown
  4. Investor: This is where you can browse upcoming IPOs, SPACs, deposit previously purchased shares for secondary trading on Upstream, and where you can withdraw your shares from Upstream back to the issuer’s registrar
  5. Me: This contains various technical and user settings for the app.

All of these screens can be updated by dragging down on the screen, a “pull 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 division of MERJ Exchange (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 by investor volume in 2020 by disrupting the traditional stock exchange model.

How is MERJ regulated?

MERJ is overseen and regulated by the Seychelles Financial Services Authority (“FSA”), which is responsible for enacting and enforcing financial service’s regulations in the Republic of Seychelles. The Seychelles FSA also coordinates with the Financial Action Task Force to achieve the highest standards of international anti-money laundering requirements.

Who can trade on Upstream?

Upstream is a global exchange for investors of all levels to participate. To create an Upstream account, you’ll need to meet the following basic requirements:

Investor requirements

  • 18 years or older
  • Mobile/cell phone, capable of receiving SMS
  • Email address
  • National, or state, Photo ID
  • Residential address utility bill, no older than 3 months

U.S. person additional requirement

  • Social Security Number

Non-U.S. person additional requirements

  • Tax Identification Number

Funding requirements

  • If funding with a national currency, a bank account allowed to send money to a U.S. bank
  • 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.

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 US-based or Canadian investor buy securities on Upstream?

Per SEC and Canadian regulations, non-US or Canadian based broker dealers may not solicit U.S. or Canadian-based investors to open accounts or perform transactions. Therefore, if you are a U.S. or Canadian-based investor, either a Canadian citizen, U.S. citizen or permanent resident, you will not be able to open an account to purchase shares. U.S. and Canadian citizens will only be able to trade in a security they currently own that has listed on Upstream for liquidation only. No open market trading or IPOs will be available to U.S. or Canadian citizens at this time. We expect in the future to allow trading for U.S. or Canadian citizens through relationships with U.S. or Canadian Broker Dealers. Note that U.S. or Canadian-based investors include those U.S. or Canadian citizens who may be living abroad.

Can a US-based or Canadian investor sell securities on Upstream?

U.S. and Canadian citizens are permitted to deposit and sell securities on Upstream, where such securities were lawfully acquired prior to the issuer listing the securities for secondary trading on Upstream, i.e. for liquidation purposes only.

What investments can I make on Upstream?

Buy and sell crowdfunded companies, tokenized SPACs, dual listed securities, IPOs, celebrity/athlete ventures, and other unique assets on the Upstream 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. There is a 1% fee charged when your buy or sell order executes on the Upstream secondary market. There are no investor fees for IPO or SPAC share purchases.

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

Trades on the Upstream secondary market settle immediately. 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.

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 running on an Ethereum layer-2 optimistic-rollup proof-of-authority blockchain. 7 years in the making, Horizon’s tech. stack offers a one-stop shop from securities issuance through to secondary trading and settlement. The Horizon IPO and SPAC platform covers issuance, onboarding KYC/AML, cap table management, dividend payment, regulatory compliance and listing for secondary trading on the Upstream exchange. 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 trading featuring some of the highest levels of transparency, accessibility, and investor protections enforced using Ethereum blockchain technology. These innovations include taking traditional equity and converting it to tokenized equity, offering shares on a public orderbook, and preventing predatory market practices like short selling and wash trading.

OPENING & FUNDING YOUR ACCOUNT

How do I open an Upstream account?

Signing up for a 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. Trading and account openings are only available through our app. This allows the greatest level of security for your account access using the biometrics on your smartphone.

To begin trading, you will be prompted to complete the account opening process, which we’ve made as fast and frictionless as possible. Complete a few pieces of personal information, snap a photo your ID and a utility bill, then we’ll verify your data, and let you know how fund your account all from the app. Once approved, you can fund and begin to invest in available quoted securities or deposit your approved shares for resale.

What to have handy:

  • Photo ID such as a driver’s license or passport
  • Utility bil
  • Social Security Number (U.S.), or Tax Identification Number (non-U.S.)
  • Personal bank account info., or Ethereum address

Why do you require my identification?

Verifying that you are who you say you are is legally required in order for you to trade on Upstream. 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 U.S. Dollar account? 

Every Upstream trader that funds their account from their personal bank account will receive 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 an Upstream U.S. Dollar account with currency from their country which will be exchanged for U.S. Dollars. New bank account information, and currency transfer instructions, will be emailed to the trader only after Upstream approves the traders Know Your Customer ‘KYC’ information. 

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

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

How do I fund my Upstream USDC account? 

Upstream traders may transfer Ethereum ERC-20 USDC stablecoins to the regulated custodian, MERJ Depository and Registry Limited (MERJ DEP), Ethereum wallet/address. The MERJ DEP address, and USDC transfer instructions, will be emailed to the trader only after Upstream approves the traders Know Your Customer ‘KYC’ information. 

How are my USDC funds kept safe? 

Upstream USDC funds, U.S. and non-U.S., are custodied at MERJ DEP while being used for trading digital securities listed on Upstream. MERJ DEP is licensed and regulated in the Seychelles pursuant to the Seychelles Securities Act 2007 as a securities facility. For additional investor security, USDC withdrawals from a trader’s Upstream app will only ever be sent by MERJ DEP to the same Ethereum address from where the investor originally funded from.  

How long does it take to be approved to trade on Upstream?

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

If you are funding with USDC, then you will be informed immediately after you are approved on how to fund your Upstream USDC account on Ethereum. After sending USDC to the Upstream custodian, it typically takes up to 15 minutes to be able to trade.

How do I deposit funds, or signal my deposit-intent, to my Upstream account?

  1. Login to your account

  2. Tap Me

  3. Tap Manage Accaount

  4. Tap Deposit

  5. Select currency

  6. Enter amount you intend to deposit into your Upstream account

  7. Select transfer method. Note: You can fund your account using USDC stablecoin, an electronic funds transfer or via a wire transfer.

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

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

When will my funds be available to invest?

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

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 buying shares. The available balance will be lower than the actual balance if you have already placed one or more buy orders. The total value of your buy orders (share price * order size) is blocked on your Upstream trading account until your order is executed, is canceled 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 Me

  3. Tap Manage Account

  4. Tap Withdraw

  5. Select currency (U.S. Dollar or USDC)

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

  7. Tap Confirm

Your withdrawal request will be processed by the Upstream banking partner or by the Upstream USDC custodian using the Upstream API. USDC funds may arrive in your Ethereum wallet within a few minutes. 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.

Bank transfers can take up to 3 days to arrive at your personal bank account.

Security Note: Withdrawals will only be sent to the bank account number or Ethereum wallet address 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:
U.S. Domestic Wires $30.00
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 must pay the Ethereum transfer fee (gas) to transfer your USDC to the MERJ DEP custodian.
There are no fees for USDC withdrawals from MERJ DEP to the Ethereum mainnet at this time.

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

Can I open a U.S. Dollar account and a USDC account?

Yes, you may open both currencies on the Upstream app. Note, you will be prompted to perform KYC again, since the U.S. Dollar custodian and the USDC custodian are two separate and independent parties, they request KYC information from you for their records.

If you are opening a new USDC account after successfully opening a U.S. Dollar account within the last 3 months, then the Upstream KYC process is streamlined and you should be ready to deposit USDC within the hour, depending on how busy the Upstream back-office is.

What if the security I wish to trade is not available for the currency that I funded with?

When a security is traded in a different currency, you must fund with that currency in order to buy shares. Upstream is working with our partners to establish an in-app currency-converter.

Can I open a Joint or Corporate account?

No, at this time only individual accounts are available on Upstream.

ACCOUNT MANAGEMENT & LOGIN

What is a Keystore and why is it so important?

During the Upstream app onboarding process, we create a cryptographic “key pair” in an encrypted file that is saved as your “Keystore”. A Keystore is a way of storing a password protected file that contains your public and private keys, together this makes a key pair. Upstream will never know your local private key.

As an exchange and trading app powered by an Ethereum blockchain, you are entering into a non-custodial environment when you join Upstream. This means that you control your shares directly on your phone. A great way to think about your Private Key is like a Pin Code to your ATM card. To make things easy, we make this Private Key unlockable using your biometrics and this check is enacted every time you make a blockchain transaction, such as a buy, sell, or funds withdrawal on Upstream.

How do I backup my Keystore?

You can back-up your apps Keystore by going to the “Me” tab, tapping “Manage Keystore”, tapping the “Export Keystore”. 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.

How do I disable Two-Factor Authentication?

You can disable two-factor authentication by going to the “Me” tab and 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 “Me” tab 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 or delete the app?

As long as you have your Keystore 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 your password
  6. Welcome back to Upstream

What happens if I lost my keystore 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” tab and select the information that you wish to change and “Notarize” the information using your Private Key. If you are having difficulty or have any questions on this, please contact servicedesk@upstream.exchange.

How do I change my bank information?

Contact servicedesk@upstream.exchange where you will be required to let Upstream know your new bank account details, which must be held in the same name, and you will be asked to first send some funds from the new account into Upstream. Once funds are received then your new bank account details will replace your previous details. 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 may request monthly account statements by contacting us by e‐mail at servicedesk@upstream.exchange.

Will my account information remain confidential?

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

How is the money in my Upstream account protected?

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

Upstream USDC funds, U.S. and non-U.S., are custodied at MERJ DEP while being used for trading digital securities listed on Upstream. MERJ DEP is licensed and regulated in the Seychelles pursuant to the Seychelles Securities Act 2007 as a securities facility. For additional investor security, USDC withdrawals from a trader’s Upstream app will only ever be sent by MERJ DEP to the same Ethereum address from where the investor originally funded from.

How are the securities in my Upstream account protected?

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

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

How do I enable biometric security?

The Upstream app allows you to enable biometric verification for trades and withdrawals by going to the “Me” tab, 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. Click on any of the securities to see its current share price, share history, buy and sell your shares, and view the Orderbook.

What’s the Orderbook?

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

How do I buy securities?

  1. Navigate to the Market
  2. Tap on the security you’d like to buy
  3. Tap Buy
  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 fulfill 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
  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 fulfill 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.

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

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

What are the fees associated with trading?

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

What is a dividend?

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

What is an ex-dividend and record date?

The ex‐dividend date is the day on which all shares bought or sold no longer have the right to pay a shareholder the most recently declared dividend. The record date is the day shareholders properly registered to receive their dividend. Shareholders who do not register as of this date will not receive the dividend.

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 private investments and early-stage growth companies. Companies seeking crowdfunded private placements, Reg A or Reg CF investments tend to be in earlier stages of development and have not yet been fully tested in the public marketplace. Investing in these securities requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. In addition, there can be no assurance the valuation is accurate or in agreement with the market or industry valuations.

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

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

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

ABOUT ASSETS TRADED ON UPSTREAM

IPOs

What is an IPO?

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

What makes Upstream IPOs unique?

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

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

Why did I not get my full indication?

Please note that some IPOs have high demand, which lessens the availability of shares to allocate. 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. While we aim to ensure everyone who invested through Upstream receives at least a minimum amount, in certain circumstances you may not receive any allocation. 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.

Equity crowdfunding:

What is equity crowdfunding?

Equity crowdfunding is a capital raising method typically utilized by startups and small businesses, whereby a company uses the internet to sell securities (shares, debt, or other ownership rights) to a large number of customers and fans.

How big is the global equity crowdfunding market?

The equity crowdfunding market is a $4.97 billion dollar market (P2P Market Data)

How is Upstream disrupting the equity crowdfunding market?

Until Upstream, no dedicated, real-time exchange and trading app existed to support the multi-million-dollar industry. Upstream works to meet the demand for secondary liquidity in the growing crowdfunding sector.

Click to learn more


Tokenized SPACs:

What is a SPAC?

A Special Purpose Acquisition Company (“SPAC”) is a company with no commercial operations formed solely to raise capital through an initial public offering (“IPO”) for the purpose of acquiring an existing company.

How is Upstream disrupting the SPAC market?

Upstream offers the world’s first blockchain-based SPAC IPO marketplace, aiming to give investors of all levels direct access to listed SPAC IPOs using digital currency in the form of USDC stablecoin or fiat. The upside for SPACs has almost exclusively been offered to well-connected institutional investors. Upstream aims to change that with a marketplace built to provide issuers a cost-effective way to list a SPAC and investors equitable access to the multi-billion-dollar SPAC market.

How does a digital SPAC work on Upstream?

For Issuers:

  • With next generation SPAC issuance and trading technology, SPAC Sponsors will benefit from significantly lower upfront IPO costs, no underwriter fees, and a sub-100-day time to IPO listing.

  • Upstream’s tokenized SPAC methodology is based on the blockchain ERC-20 standard used throughout the “Decentralized Finance” space by crypto investors.

  • Lowest risk capital outlay.

  • Potential for a wide investor pool with the ability to invest using crypto in the form of USDC stablecoin and fiat.

For Investors:

  • Browse SPAC opportunities on Upstream from high-quality SPAC Sponsors in the blockchain and fintech sectors. 

  • Invest in tokenized SPACs using USDC stablecoin or traditional bank payments. Control your tokenized shares and warrants directly on your smartphone. SPAC IPO funds will be held in secure, regulated, segregated custody accounts. 

  • Vote on whether to approve an acquisition target in the app with 100% of your investment returned if you do not deem the acquisition to be in your best interest.

  • Trade your tokenized SPAC securities immediately following the SPAC IPO

Click to learn more


Celebrity & athlete ventures:

What types of celebrity and athlete ventures will Upstream support?

Upstream will support securities offerings tied to fan-driven asset classes including athletes, sports teams, celebrities, and musicians that may become immediately eligible for secondary trading.

Through Upstream’s affiliation with Global Fan Exchange, a Horizon-powered fan engagement platform led by leaders in sports and entertainment, we aim to make Upstream the go-to place for fans to invest, drive awareness, and share in the success of celebrity ventures.

Click to learn more


Dual-listed securities:

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

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

What are the benefits for OTC Issuers?

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

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

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

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

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

Click to learn more

GETTING LISTED ON UPSTREAM

How do I list my company on Upstream?

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

What are the benefits of listing my company on Upstream?

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

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

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

How do I dual list on Upstream?

OTC, Nasdaq, and international issuers are invited to dual list on Upstream and offer their shares to an entirely new set of traders, fans, and investors. Learn more on out Get Listed page.

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

FAQS

Are trades solicited on Upstream?

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

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

What is the World Federation of Exchanges?

Upstream is a MERJ Exchange Market. MERJ is an affiliate of the World Federation of Exchanges “WFE.” The WFE is the global industry group for exchanges and clearing houses (CCPs) around the world. We represent over 250 market-infrastructures ranging from those that operate the largest financial centers to those that run 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

How does Upstream make money?

Upstream is charges a 1% trading fee whenever you buy or sell shares. There are no secret payments for order flow or hidden charges.

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

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

GENERAL OFFER INFORMATION

What is a prospectus?

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

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

  • The name of the company issuing the stock

  • The number of shares

  • Type of securities being offered

  • Names of the company’s principals

  • Names of the banks or financial companies performing the underwriting

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

What are the major differences between common and preferred stock?

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

What is a PIPE, private placement or secondary offering?

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

What is Suitability?

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

What is a Registration Statement?

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

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

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

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

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

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

Are their Annual Reports for Reg CF?

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

What is a Form C?

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

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

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

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

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

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

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

What is an accredited investor?

Upstream does not require U.S. and Canadian investors to be accredited in order to deposit and sell their securities on the Upstream stock exchange. Investors may have previously acquired their securities in the U.S. or Canada in a registered or exempt securities offerings pursuant to their status being deemed as accredited.

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

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

What is an unaccredited investor?

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

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

CONTACT

Where is Upstream located?

Upstream is a MERJ marketplace that located in the Seychelles and is overseen and regulated by the Seychelles Financial Services Authority (“FSA”), which is responsible for enacting and enforcing financial service’s regulations in the Republic of Seychelles. The Seychelles FSA also coordinates with the Financial Action Task Force to achieve the highest standards of international anti-money laundering requirements. Upstream cash deposits are held in the United States.

How do I contact Upstream?

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

How do I get account support?

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

REGULATORY FILINGS

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

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

What annual & semi-annual disclosures are required?

Issuer Financial Reporting

MERJ Disclosures

Account Disclosures & Upstream Agreement

Digital Trust Sub Custody Agreement

MERJ Platform Participation Agreement