Genius Group Limited (NYSE American: GNS) (“Genius Group” or the
“Company”), a leading entrepreneur edtech and education group, will
become available today at 10:00am EST under the ticker symbol GNS
on Upstream, the revolutionary trading app for digital securities
and NFTs powered by Horizon Fintex (“Horizon”) and MERJ Exchange
Limited (“MERJ”). Genius Group’s free digital collectible NFT
commemorating the dual listing is now available for all Upstream
participants to claim with the claim code “GNS”.
Investors outside the U.S. can now trade GNS
shares by downloading Upstream from their preferred app store at
https://upstream.exchange/, creating an account by tapping sign up,
completing a simple KYC identity verification by tapping the
settings icon on the home screen and tapping KYC, then funding
their account with credit, debit, PayPal, USDC stablecoin or a bank
payment.* Trading of GNS will commence when an existing
shareholder places an offer for sale on Upstream establishing the
first trade.
Details on the Genius Group listing, how global
shareholders can deposit shares and trade on Upstream, how to claim
the free commemorative NFT, and how to continue claiming the
discount coupon NFT can be found at
https://upstream.exchange/GeniusGroup. The Upstream market is open
5 days a week 20 hours a day, Monday to Friday: 10:00am to 06:00am
UTC+4 (1:00am to 9:00pm EST).
Existing global (non-U.S.) shareholders may
transfer their shares by opening Upstream, tapping Investor, Manage
Securities, Deposit Securities, then entering the ticker symbol and
the number of shares to deposit, and tapping Submit. Next, enter
your brokerage firm name and brokerage account number, and tap
Submit. Finally, tap Add E-Signature, sign your name on the screen
using your finger, tap Done, and then tap Sign. Shareholders will
then receive via email an executed deposit form to submit to their
current brokerage firm to initiate a withdrawal to the transfer
agent. Shareholders will receive a push notification once the
shares are deposited and available for trading on Upstream. Note,
at this time, U.S. investors are not permitted to trade (buy, sell
or deposit) Upstream listed securities but may continue to open
accounts on Upstream for NFT (non-securities) transactions.
Traders on Upstream’s blockchain-powered
platform will experience real-time trading and settlement and a
transparent orderbook which does not permit common market
manipulations. For further detailed information please see the
attached Exhibit.
“We are thrilled to be the among the first
companies to dual list on Upstream’s next generation marketplace,”
says Roger Hamilton, Genius Group’s CEO. “We are adding new value
to our shareholders while expanding our company and mission to a
modern, global investor-base.”
About Genius Group
Genius Group is a world leading entrepreneur
Edtech and education group, with a mission to disrupt the current
education model with a student-centered, life-long learning
curriculum that prepares students with the leadership,
entrepreneurial and life skills to succeed in today’s market. The
group has a group user base of 4.3 million users in 200 countries,
ranging from ages 0 to 100.
For more information, please visit
https://www.geniusgroup.net/.
About Upstream
Upstream, a MERJ Exchange Market
(merj.exchange), is a fully regulated global stock exchange for
digital securities and NFTs. Powered by Horizon's proprietary
blockchain-powered matching engine technology, the platform enables
users to trade NFTs, and invest in securities for IPOs, crowdfunded
companies, U.S. & international equities, and celebrity
ventures using the Upstream app. For more information, please visit
https://upstream.exchange/. Upstream is currently accepting
applications to dual list at
https://upstream.exchange/getlisted.
Disclaimers
This press release shall not constitute an offer
to sell securities or the solicitation of an offer to buy
securities in any jurisdiction where such offer or solicitation is
not permitted.
Upstream and Issuers do not charge for share
transfers, however, transfer agents may charge investors for share
transfers. Such fees are standard in the industry and if a fee is
required, the transfer agent will alert the investor of such
charges and how to pay via credit card, check or wire.
Discount coupon NFTs received are redeemable for
iGEMs, equivalent to $10 per share, however the NFTs have no
royalties, equity ownership, or dividends. NFTs are for utility,
collection, redemption or display purposes only.
* U.S. or Canadian-based citizen or permanent
are not currently able to deposit, buy, or sell securities on
Upstream. Note that U.S. or Canadian-based investors include those
U.S. or Canadian citizens who may be domiciled overseas. All orders
for sale are non-solicited by Upstream and users decision to trade
securities must be based on their own investment judgement. Anyone
may buy and sell NFTs on Upstream.
If funding Upstream with an ACH or wire bank
payment, users must complete Upstream's in-app KYC process to get
their new, FDIC insured, Upstream U.S. bank account details via
email. Users may then initiate a funds-transfer from their bank or
financial institution to this new U.S. Dollar bank account. If you
haven't completed KYC yet, or didn't select ‘Bank' as the ‘Deposit
From' option when you completed the process initially, then please
go through KYC again selecting the ‘Bank' payment method. Users may
complete the simple KYC process by tapping the settings icon and
the KYC option inside the Upstream app.
Upstream is a MERJ Exchange market. MERJ
Exchange is a licensed Securities Exchange, an affiliate of the
World Federation of Exchanges, a National Numbering Agency and
member of ANNA. MERJ supports global issuers of traditional and
digital securities through the entire asset life cycle from
issuance to trading, clearing, settlement, and registry. It
operates a fair and transparent marketplace in line with
international best practices and principles of operations of
financial markets. Upstream does not endorse or recommend any
public or private securities bought or sold on its app. 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. All customers are subject to the rules
and regulations of their jurisdiction. By accessing the site or
app, you agreed to be bound by its terms of use and privacy policy.
Company and security 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. 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.
Investors must be able to afford market volatility and afford the
loss of their investment. Companies listed on Upstream are subject
to significant ongoing corporate obligations including, but not
limited to disclosure, filings, and notification requirements, as
well as compliance with applicable quantitative and qualitative
listing standards.
Investor Notice
Investing in our securities involves a high
degree of risk. Before making an investment decision, you should
carefully consider the risks, uncertainties and forward-looking
statements described in our most recent Annual Report on Form 20-F
for the fiscal year ended December 31, 2021, filed with the SEC on
May 13, 2022. If any of these risks were to occur, our business,
financial condition or results of operations would likely suffer.
In that event, the value of our securities could decline, and you
could lose part or all of your investment. The risks and
uncertainties we describe are not the only ones facing us.
Additional risks not presently known to us or that we currently
deem immaterial may also impair our business operations. In
addition, our past financial performance may not be a reliable
indicator of future performance, and historical trends should not
be used to anticipate results in the future. See “Forward-Looking
Statements” below.
Forward-Looking Statements
Statements made in this press release include
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements can be
identified by the use of words such as “may,” “will,” “plan,”
“should,” “expect,” “anticipate,” “estimate,” “continue,” or
comparable terminology. Such forward-looking statements are
inherently subject to certain risks, trends and uncertainties, many
of which the Company cannot predict with accuracy and some of which
the Company might not even anticipate and involve factors that may
cause actual results to differ materially from those projected or
suggested. Readers are cautioned not to place undue reliance on
these forward-looking statements and are advised to consider the
factors listed above together with the additional factors under the
heading “Risk Factors” in the Company’s Annual Reports on Form
20-F, as may be supplemented or amended by the Company’s Reports of
a Foreign Private Issuer on Form 6-K. The Company assumes no
obligation to update or supplement forward-looking statements that
become untrue because of subsequent events, new information or
otherwise.
Contacts
Investors:Flora Hewitt, Vice President of Investor Relations and
Mergers and AcquisitionsEmail: investor@geniusgroup.net
Media Contacts: Adia PREmail: gns@adiapr.co.uk
US Investors: Dave GentryRedChip Companies
Inc1-800-RED-CHIPGNS@redchip.com
Exhibit
We have been approved to dual list our common
stock (“common stock”) on the Upstream stock exchange, operated by
MERJ Exchange, (“Upstream”) that is an exchange registered in the
Seychelles under the Seychelles Securities Act, 2007. Our shares
that are listed and traded on Upstream are uncertificated common
stock represented by digital share tokens, which represent the same
class and shares that are currently traded on NYSE American.
Upstream is operated as a fully regulated and
licensed integrated securities exchange, clearing system and
depository for digital and non-digital securities. Upstream also
states that MERJ Exchange is an affiliate of the World Federation
of Exchanges (WFE), recognized by HM Revenue and Customs UK, a full
member of the Association of National Numbering Agencies (ANNA), a
Qualifying Foreign Exchange for OTC Markets in the US, and a member
of the Sustainable Stock Exchanges Initiative. MERJ Exchange is
regulated in the Seychelles by the Financial Services Authority
Seychelles, https://fsaseychelles.sc/ and is a licensed securities
exchange operator (License No. SE001).
All shares of our common stock have been
registered with the Commission and make up the entire number of
shares issued and outstanding and have the same CUSIP/ISIN number.
There are no differences in shareholder rights, such as
transferability. Shareholders may elect to hold their shares in one
or more of the following depositories: book entry with our transfer
agent, CEDE & Co. or MERJ Dep.
Digital securities on Upstream are
interchangeable with our currently issued common stock on terms
that have the same meaning. The digital securities (or share
tokens) are a digital representation of the company’s common stock
that have been issued and registered with the Commission. A share
token is a 1:1 representation of a company’s common stock that acts
as a receipt for the deposit or purchase and ownership of shares in
the Company. The digital recording of ownership is handled in the
same manner as a database of shares issued to shareholders and, on
Upstream, certifies registered ownership of Company shares from a
particular date. The ownership details of a share token balance of
the Company’s shares for an Upstream shareholder shall include but
not be limited to:
- Certificate number
- Company name and CUSIP/ISIN
number
- Shareholder name and address
- Number of shares owned
- Class of shares
- Issue date of shares
- Amount paid for the shares on the
Upstream secondary market
Our common shares that are deposited to Upstream
are held by MERJ Dep., which is a licensed Securities Facility and
Depository Nominee, in exchange for the issuance of the share
tokens representing those shares that are tradable on Upstream. The
beneficial owners of shares of common stock held by the Upstream
nominee, MERJ Dep., would be entitled to vote their shares held by
the nominee at stockholder meetings and to receive notices and
solicitation materials for stockholder meetings, receive the same
dividends and all other rights conferred by our Company under state
and federal laws. They are afforded these rights since they have
not surrendered or otherwise disposed of their US common stock and
the applicable laws are the same and the shares are the same class
of stock, they are just represented digitally on the Upstream
smartphone app.
In addition, shareholders on Upstream have the
right to receive confirmations, proxy statements and other
documents as distributed by the issuer pursuant to their legal
obligations. There are no restrictions, limitations, or other
losses of rights when US common stock is deposited for secondary
trading on Upstream.
Investors are encouraged to take note that, as
in all dual listed securities that are traded on multiple
marketplaces, there may be differences in pricing as a result of
different liquidity, price discovery and other factors. Trading
dual listed securities across multiple exchanges may expose
investors to various risks, including differences in trading hours,
settlement, trading rules and regulations. Here are some of the
most common risks associated with trading on an overseas exchange
like Upstream:
1. Regulatory Risk: Different countries have
different rules and regulations governing securities trading, and
investors who trade on foreign exchanges may be subject to
unfamiliar or complex regulations. In some cases, foreign
regulators may have different reporting requirements or different
standards for disclosure than US regulators, which can make it
difficult for investors to make informed decisions.2. Market Risk:
Non-US markets may be subject to different economic, political, or
social conditions than US markets, which can affect the performance
of securities traded on those markets. Investors who trade on
non-US exchanges may be exposed to higher levels of volatility and
uncertainty than they would be if they traded solely on US
exchanges.3. Liquidity Risk: Dual listed securities traded on
non-US exchanges may have lower liquidity than comparable
securities traded on US exchanges, which can make it more difficult
for investors to buy or sell those securities at the desired
price.4. Operational Risk: Trading on overseas exchanges may also
expose investors to operational risks, such as delays or errors in
the settlement of trades or difficulties in accessing trading
platforms.
Investors who are considering trading our dual
listed shares Upstream should carefully evaluate these and other
risks and consult with financial and legal advisors before making
any investment decisions. They should also be aware of any fees,
taxes, or other costs associated with trading on Upstream.
Investors should note that Upstream does not
solicit customers to do transactions on its platform. Any trade you
decide to make must be based on your own investing judgement.
Furthermore, if you are a US-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.
The Upstream app is accessible from multiple app
stores at https://upstream.exchange/, a user account is created by
tapping sign up, and completing a simple in-app KYC identity
verification process by tapping the settings icon on the home
screen and tapping KYC. App users will have access to review all
the securities that trade on Upstream including trading activity,
regulatory disclosures, and other corporate information. Further
there is a direct link of information on our Company at
https://trader.upstream.exchange/tokendetail/symbol/GNS. All
information is available prior to the account opening process and
application. This includes a listing particulars document, which is
a required disclosure as part of the requirements of MERJ Exchange
Ltd. as defined by Securities Act 2007 (as amended) of the
Seychelles and any other measure prescribed thereunder by the
Minister or the Securities Authority. The Upstream market is open 5
days a week 20 hours a day, Monday to Friday: 10:00am to 06:00am
UTC+4 (1:00am to 9:00pm EST).
The Upstream policy, terms, and conditions also
clearly state that 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 deposit, buy, or sell securities they
previously purchased from an issuer, stockbroker or stock exchange
that has subsequently dual-listed on Upstream. Note that U.S. or
Canadian-based investors include those U.S. or Canadian citizens
who may be domiciled overseas. All orders for sale are
non-solicited by Upstream and users decision to trade securities
must be based on their own investment judgement.
To open a trading account on Upstream all users
(US and overseas) must first pass a KYC review process carried out
by Upstream personnel. Upstream KYC does not rely on IP address
monitoring or IP address analysis to identify a US person or a
US-originating transaction, as this is too easily spoofed using VPN
technologies. Upstream determines whether a person is US domiciled
or is a US person living overseas and prevents such users from
depositing, buying or selling securities. There are no defaults
pending-KYC-review, only after a full KYC review by Upstream
personnel are any securities transactions permitted. Upstream
requires the following KYC information to be supplied by users:
name, date of birth, citizenship, cell phone, email address, postal
address, bank account (no 3rd party transfers), tax-id/EIN/SS#,
selfie, photo ID, liveness detection in-app interview, GPS location
or utility bill, and to verify an SMS code sent to the cell phone.
Post KYC due diligence, the users’ details are also subjected to
enhanced due diligence for AML, and these details are checked
against international AML lists (ref: https://amlcop.com/). Users
flagged as an AML risk are not permitted to trade on Upstream.
Non-U.S. and non-Canadian investors may choose
to open an Upstream account and deposit their securities. Investors
who elect to transfer their shares to Upstream may withdraw their
shares from Upstream back to the transfer agent if they choose to
trade via their current broker at any time. Upstream and issuers do
not charge for share transfers, however, transfer agents may charge
investors for share transfers. Such fees are standard in the
industry and if a fee is required, the transfer agent will alert
the investor of such charges and how to pay via credit card, check
or wire.
Eligible investors may access detailed
information on the process on how to deposit and trade shares on
Upstream directly on our website at the following link:
https://upstream.exchange/SupportCenter
To dual list on Upstream, we executed a
certificate of appointment of MERJ Depository and Registry Limited
“MERJ Dep.” (License No. SF001) as a Securities Facility and
confirmed that the shares outstanding on the date of the
certificate execution (a) are duly authorized, validly issued,
fully paid and non-assessable and any pre-emptive and other
contractual rights related to all issuances of the shares have been
satisfied, and (b) have been registered under the applicable law of
the domicile of the company or are exempt from registration. All
issuances and transfers of company shares have been, and after the
date of the certificate will be, in compliance with all applicable
laws, rules and regulations. MERJ Dep. maintains the MERJ
Subregister of the Share Tokens pursuant to the MERJ Depository
Securities Facility Rules and Directive on Depository Interests.
MERJ Dep. maintains the MERJ Subregister pursuant to the MERJ
Depository Securities Facility Rules and Directive on Depository
Interests. Participants of Upstream are able to use the facilities
provided by MERJ Dep. pursuant to the terms of the agreement
entered into between each participant and Upstream. Applicable law
and the governing jurisdiction of all agreements, rules and
activities relating to Upstream are the laws of the Republic of
Seychelles.
MERJ Nominees Ltd. is a special purpose company
with statutes that limit its activities to holding securities of
companies listed on MERJ Exchange. It is prohibited from having any
other assets or liabilities or engaging in any other activity other
than holding securities of companies listed on a MERJ market on
trust pursuant to its constitutional statutes. MERJ Dep. is also
obligated by agreement between the two parties to cover all
financial obligations and human resources requirements of MERJ
Nominees Ltd.
Underlying securities (e.g., Common Stock) held
by MERJ Nominees Ltd. is held on trust pursuant to Rule 4.1 of the
MERJ Securities Facility Rules Directive on Depository Interests)
for the holders of Share Tokens. Section 28(2)(c) of the Seychelles
Insolvency Act, 2013 states that “property held by the bankrupt on
trust for any other person” shall not be included in the estate of
the bankrupt party.
Common Stock deposited with Upstream (i.e., via
MERJ Dep.) are reflected as MERJ Depository Interests pursuant to
the MERJ Depository Securities Facility Rules Directive on
Depository Interests. This is functionally similar to book entry
representations of Common Stock in DTCC. The Share Tokens are a
form of MERJ Depository Interests.
The MERJ Depository Securities Facility Rules,
Directive on Depository Interests sets out the Rules governing MERJ
Depository Interests. Specifically, Rules 1 to 15 apply. Common
Stock “deposited” with Upstream is transmuted to MERJ Depository
Interests and vice versa for “withdrawals”. The process of
depositing and withdrawing securities involves a “transmutation”
process. Common stock deposited with Upstream results in title to
the common stock being vested in the Depository Nominee on the
books and records of the transfer agent and a new holding of MERJ
Depository Interests for the shareholder being reflected in the
MERJ Subregister. A withdrawal of securities results in the
underlying securities being removed from the MERJ Subregister and
included back on the register maintained by the transfer agent.
The deposit and withdrawal process can be
initiated by non-U.S. and non-Canadian shareholders using the
provide prompts in the Upstream app. This process can also be
facilitated by contacting the company or its transfer agent in
instances where access to Upstream app, a lost/stolen smartphone or
similar occurs (i.e., similar to a “lost certificate” or MERJ Dep.
bankruptcy scenario).
MERJ Depository Interests (“MDI”) are simply
beneficial interests in the same class of Common Stock. This is
functionally similar to holders of shares of US listed companies on
any national securities exchange hold indirect interests in shares
registered in the name of CEDE & Co. The MDIs are tradable on
Upstream, a MERJ market. MERJ Dep. is appointed to maintain the
MERJ Subregister of said securities. The transfer agent may request
a copy of the MERJ Subregister at any time but is not involved in
the process of reflecting changes in the MERJ Subregister resulting
from Upstream secondary trading.
Holders of Share Tokens are entitled to all
direct economic benefits and any other entitlements in relation to
securities vested in the Depository Nominee. Voting related matters
are covered in detail in Rule 10 of the MERJ Securities Facility
Rules Directive on Depository Interests. Pursuant to Rule 10.2 the
issuer is obligated to send a Notice of any meetings to be convened
to each Holder of MDIs at the same time as all other holders of the
same class of securities (e.g. the Common Stock). This is performed
electronically by email and through the Upstream app. MDI holders
have the option to appoint the Depository Nominee or another person
as their proxy or to attend the meeting and vote directly.
Shares may only be deposited on to Upstream
through our transfer agent utilizing the Upstream app. Existing
non-U.S. and non-Canadian shareholders may transfer their shares by
opening Upstream, tapping Investor, Manage Securities, Deposit
Securities, then entering the ticker symbol and the number of
shares to deposit, and tapping Next. Next, 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. Shareholders will receive a push
notification once the shares are transferred from the transfer
agent and available for trading on Upstream. After completion
of the deposit request on Upstream, shareholders will receive
via email an executed deposit form to submit to their current
brokerage firm to initiate a withdraw to the transfer
agent. Shares will not be transferred without notifying the
current broker and requesting a withdraw. On listing day,
shareholders will receive a push notification once the shares are
available for trading on Upstream.
Investors may withdraw shares from Upstream
directly from the Upstream app. The Upstream app has a function
under Investor Services, Manage Securities, Withdraw Securities.
The shareholder then enters the ticker symbol and the number of
shares to being withdrawn and taps ‘Submit to cryptographically
sign this transaction. The shares are removed from the users
Upstream portfolio and an email is sent to the transfer agent with
a share withdrawal request whereafter the transfer agent will
liaise directly with the shareholder to ensure the share balance is
entered in ‘book entry’ into the users name & address. Third
party share withdrawals from Upstream are not permitted, the share
withdrawal request name and address (as retrieved from the Upstream
KYC information by Upstream compliance) is required to be the same
name and address that will be entered in the transfer agents ‘book
entry’ for this shareholder.
Upstream only offers self-directed trading.
Upstream users create a trading account using the Upstream
smartphone app, with a random-generated username (in the form of an
address that‘s a 42-character hexadecimal address derived from the
last 20 bytes of a random public key) and a password (in the form
of a random cryptographic private key).The public and private key
(the cryptographic keypair) is generated locally on the smartphone
and only the public key is ever known to Upstream, MERJ Dep., or
peer to peer trading counterparties on Upstream. Only the
individual users hold their private keys. This privacy ensures that
only the Upstream user can cryptographically sign a securities
transaction (bid/offer/buy/sell/cancel) for it to be executed on
Upstream, that is, all transactions such as share sales are
self-directed, peer to peer, and instantly settled using the
Upstream smart contract platform.
In order to buy, sell, deposit or withdraw
shares on Upstream, an Upstream user that has created their account
as outlined in the previous paragraph, is required to submit know
your customer (KYC) information for the Upstream compliance team to
review. KYC information is then linked to the users public key, and
if the user passes KYC review, then this users cryptographic
keypair’s transactions will be accepted as legitimate self-directed
securities transaction requests to Upstream for execution on the
platform.
It should be noted that, at this time, the
Upstream technology will reject securities deposits, buy orders and
sell orders from cryptographic keypair’s that, pursuant to their
KYC review, come from U.S. or Canadian persons. No securities buy
orders are accepted without a user having successfully undergone
the Upstream KYC review process.
It should be also noted that individual shares
traded on the Upstream secondary market are not reflected in the
transfer agents, books, and records. They are recorded inside the
street name depository of MERJ Dep. The MERJ Dep. subregister for
Upstream-listed securities will only accept self-directed,
cryptographically signed, executed securities sales from the
Upstream app and adjust the share counts accordingly. Therefore,
the securities are held at the nominee, and are moved between
accounts inside the nominees subregister pursuant to a
cryptographically signed, self-directed instruction from the
shareholder as executed by the Upstream matching-engine and
notified to MERJ Dep.
HOW TO DEPOSIT SHARES Upstream
can accept the shares that investors hold in their current
brokerage account, shares that are held at the transfer agent in
digital book entry, or your physical stock certificate. Shares can
be moved out of Upstream back to US or primary markets. The
following steps detail how investors can deposit their shares on to
Upstream.
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 account is approved, and if you already own shares and
wish to transfer them to Upstream for trading, then you may
initiate a request to deposit your shares using the Upstream
app.
STEP 2. TRANSFER SHARES TO TRANSFER
AGENTIf your shares are already held at the transfer
agent, then skip to STEP 3 below. However, if your shares are
currently in your brokerage account, then please transfer your
shares to the transfer agent as described below. Note, the
terminology for this is to have shares held as ‘direct
registration’ in ‘book entry’ at the transfer agent.
To make this transfer request, most of the time
all you need to do is contact your brokerage firm by email and ask
them to transfer your shares back to ‘book entry’ at the transfer
agent. The brokerage firm will know what to do, and they will let
you know how long it will take, but typically you should allow 48
hours for them to process your request.
Some brokerage firms may ask you to fill out
their particular share transfer form. Upstream can be contacted at
servicedesk@upstream.exchange if you need assistance in completing
a share transfer form from your brokerage firm.
It is important that the investors name, address
and social security number that their shares are registered under
at the brokerage firm match the information that they provided when
opening their account on Upstream. If their address at the
brokerage firm is out of date, then they will need to update it
with their brokerage firm BEFORE they transfer their shares to the
transfer agent. Note, if the addresses do not match the investors
address on Upstream, then their share deposit to Upstream will be
delayed by the transfer agent.
STEP 3. REQUEST TO DEPOSIT SHARES USING
THE UPSTREAM APPExisting non-U.S and non-Canadian
shareholders may transfer their shares by opening Upstream, tapping
Investor, Manage Securities, Deposit Securities, then entering the
ticker symbol and the number of shares to deposit, and tapping
Next. Next, 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.
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.
Shareholders will receive a push notification
once the shares are transferred from the transfer agent and
available for trading on Upstream. After completion of the
deposit request on Upstream, shareholders will receive via
email an executed deposit form to submit to their current brokerage
firm to initiate a withdraw to the transfer agent. Shares will
not be transferred without notifying the current broker and
requesting a withdraw. Shareholders will receive a push
notification once the shares are available for trading on Upstream.
Once the investor makes the share deposit request using the
Upstream app, and the transfer agent has their 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. TRADING ON UPSTREAMOnce
the shares are in the investors account, they may trade on
Upstream. Investors may view their shares in the Upstream
Portfolio. For more information on trading, visit Upstream’s
support center at https://upstream.exchange/SupportCenter
Transfer agent information
Name:Address:Phone:Toll-Free:Fax:Email:
HOW TO MOVE SHARES BACK TO US
MARKETSStep 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 the investors shares immediately and will hold them in
digital book entry in their name.
Step 3. The transfer agent
will provide the investor via regular US mail a DRS Advice
(Statement) that shows their shares are now held at the transfer
agent in book entry. If investor would like to move the shares back
to their US brokerage account, they will need to contact their
broker, provide them with a copy of their DRS Advice and have them
request that the transfer agent send back the investors shares. The
broker will provide the investor with appropriate forms to
complete.
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