Upstream, a MERJ Exchange Market, is now live!
Upstream has launched, download today & buy into the first fan-driven IPO available on the revolutionary exchange & trading app
By Vanessa Malone
We are thrilled to announce that Upstream, a MERJ Exchange Market, is now live!
Upstream is a joint venture between Horizon Fintex (“Horizon”), the fintech company building and powering securities exchanges with it’s proprietary blockchain trading ecosystem and MERJ Exchange Limited (“MERJ”), operator of an award winning global securities exchange and an affiliate of the World Federation of Exchanges.
Upstream is not an ATS, it’s a regulated national securities exchange powered by Ethereum blockchain technology, ushering in what we believe to be the future of trading.
On the surface, Upstream is a userfriendly trading app. Under the hood, Upstream introduces what we believe to be some of the highest levels of transparency, accessibility, and investor protections enforced using Ethereum blockchain technology.
Having been operational in the digital securities space for over two years, we have seen first hand the stumbling blocks preventing investors and issuers from really seeing the true benefits of blockchain technology in a securities environment. What Upstream does very effectively is eradicate these pain points and deliver quantifiable benefits for issuers and investors from day 1. Issuers have one touch point for issuance, listing, trading and management of their securities and investors have direct app based access to a market governed by IOSCO listing standards.” — Ed Tuohy, MERJ CEO
“These innovations include direct access to Upstream through the Upstream trading app, best bids and offers displayed on a public order book, advanced design to prevent market manipulations like short-selling, along with FDIC-insured USD accounts.” — Brian Collins, Horizon CEO
Upstream aims to be a modern exchange for investors around the world to access and trade exciting opportunities, including fan-driven IPOs tied to entertainers, musicians, athletes, sports teams, along with NFTs (non-fungible tokens) as additional perks alongside the IPOs.
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. For example, on 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 to execute when trading begins.
Our goal is to provide as many people as possible with at least some shares at the same price and time as Wall Street. To accomplish this, investors have the ability to order shares before the IPO closes and before trading begins on Upstream.
First Fan-Driven IPO on Upstream
FRESH KILLS intends to be the first feature film to be financed and traded by a global fan base on Upstream via this first-of-its kind IPO on Upstream.¹
Actress Jennifer Esposito makes her directorial debut with the independent feature film, a gripping drama that tells the story of the loyal women of an organized crime family that dominated some of the boroughs of New York City in the late 20th century.
Anyone outside the United States and Canada 18 and over may buy the Fresh Kills’ securities through the Upstream app using PayPal, USDC stablecoin, or traditional bank payments. These shares become available to trade with other non-U.S. based investors on the Upstream app after the IPO closes.
Additionally, accredited investors”² in the United States may purchase Fresh Kills’ securities sold in an offering exempt from the registration requirements set forth in the Securities Act of 1933 pursuant to a Regulation D, Rule 506(c) offering.
Apart from purchasing FRESH KILLS’ securities, fans in the United States and worldwide can support the FRESH KILLS film and movement by purchasing “FRESH NFTs” (nonfungible tokens) which feature exciting opportunities related to the film, as well as images, videos, or content from the film, cast and crew.
Interested fans and investors in the United States and outside the United States can get started at the FRESH KILLS website.
“When I took the concept for Fresh Kills to film financiers and distributors, I was told that financial backing depended on having a male lead in the film, as well as a male director, despite the fact that it is the story of women in the mafia world,” said Jennifer Esposito. “In addition to lifting up the stories and voices of women, I hope that Fresh Kills will become a social movement. Together with Upstream, we aim to be healthy competition for bigger budget films by mobilizing people to choose character-driven content they can now be part of from the beginning as film investors.”
More about what makes Upstream unique
- Direct access to the exchange. Most trading apps offer windows into the exchanges, but aren’t exchanges themselves. On Upstream, investors are given direct access to the exchange through the Upstream trading app. Traders are empowered to control their securities directly on their phones and all transactions are biometrically protected. As an investor-driven market, Upstream differs from many of today’s markets where pricing relies on market makers and routing order flow.
- Transparent orderbooks. Arguably one of the biggest advantages of blockchain technology is the ability to enhance transparency. Putting information on a blockchain inherently makes it immutable. This is why Upstream features a transparent orderbook with best bids and offers transparently displayed on a public orderbook. The orders you see come from other investors in the community to maintain an accurate and fair marketplace.
- Digital currency and traditional payments. On Upstream, traders from around the world can participate using both digital currency in the form of USDC stablecoin and traditional bank payments. We think USDC will enable Upstream traders to transact using digital currency without having to worry about the intense highs and lows of Bitcoin or Ether, a reassurance that has proven valuable. For issuers, it also offers enhanced price discovery from traditional traders and the blockchain community.
- Real-time trades and settlements. For most trades on traditional exchanges, settlement is T+2, which means the actual transfer of ownership takes place two business days after the execution of the trade. With our integration of blockchain technology, Upstream offers real-time trades and T+0 settlement, which means that the trade and transfer of ownership takes place immediately.
There is a lot of hype in the blockchain industry with companies making claims about what they ‘will’ create, or even more detrimental, making false claims about the capabilities of their existing companies. We’ve always liked the approach of coming to the market with live and proven technology solutions.
4 years in the making, Horizon and MERJ are proud to be powering Upstream and welcome in the next generation of trading!
The Fresh Kills IPO on Upstream represents the first in what Upstream hopes to be a series of fan-driven IPOs tied to entertainers, musicians, athletes, and sports teams that may become immediately eligible for secondary trading outside the U.S. by non-U.S. investors. The next IPOs on Upstream aim to be sourced through recently announced partnerships with Pitbull, Timbaland’s beat-sampling marketplace Beatclub, and SME360.
Upstream, a MERJ Exchange Market, is a fully regulated global stock exchange for digital securities. Powered by Horizon’s proprietary matching engine technology, the exchange enables investors to trade shares in IPO’s, crowdfunded companies, U.S. and international dual listed equities, SPACs and celebrity ventures directly from the app https://upstream.exchange. Interested issuers can reach the team at firstname.lastname@example.org.
MERJ Exchange and its group collectively operate a complete set of digitally enabled regulated market infrastructure-spanning exchange, clearing, settlement, registry and depository services. MERJ is an affiliate of the World Federation of Exchanges, full member of ISIN issuing body ANNA, and Qualifying Foreign Exchange for OTC Markets in the US. Thanks to their vertically integrated operating model and robust regulatory framework, MERJ has become a respected innovator of the global securities markets.
Horizon is a fintech company that builds and powers global securities exchanges with an integrated suite of software for compliant issuance, management, and secondary trading of securities. Their in-house solutions combine Wall Street and Silicon Valley to power the next generation of securities offerings and trading in the U.S. and globally. Learn more at https://www.horizonfintex.com/.
About Fresh Kills:
Fresh Kills is a feature film designed to be owned and traded by a global fan base. Written and directed by Jennifer Esposito, Fresh Kills tells the story of the loyal women of an organized crime family that dominated some of the boroughs of New York City in the late 20th century. Like every mob movie you’ve never seen before, Fresh Kills follows the women behind the men, and the stories never told of the violence, the fear and the unspoken rules that dictate who they are and who they become. Fresh Kills is being produced by Alexis Varouxakis (Good Time, Pimp) and Christine Crokos (Pimp). Esposito will also serve as a producer, and Jason Weinberg as executive producer.
Interested fans and investors can get started at the Fresh Kills website.
1 The securities the Company is offering, where permitted by law, are shares of its Series A Convertible Preferred Stock.
2 Accredited Investor as defined in Rule 501(a) of the Securities Act of 1933, as amended. Restricted securities sold pursuant to the Reg D 506(c) offering will not be eligible to trade immediately and will need to be held for at least one year before sale or transfer, with limited exceptions.
Safe Harbor Statement and Disclaimer
THIS BLOG 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. ANY PERSON’S INDICATION OF INTEREST INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND. THE INFORMATION REGARDING THE SECURITIES OF FRESH KILLS, INC. (THE “COMPANY”) ON UPSTREAM ACCESSIBLE FROM THE HTTPS://FRESHKILLSFILM.COM/ WEBPAGE DOES NOT CONSTITUTE AN OFFER OF THE COMPANY’S SECURITIES FOR SALE IN THE UNITED STATES TO U.S.-BASED INVESTORS, EITHER U.S. CITIZENS OR PERMANENT RESIDENTS OF THE UNITED STATES. NONE OF THE SECURITIES DESCRIBED OR DIRECTLY OR INDIRECTLY REFERRED TO IN THE MATERIALS ACCESSIBLE FROM THE HTTPS://FRESHKILLSFILM.COM/ WEBPAGE HAVE BEEN NOR WILL THEY BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“U.S. SECURITIES ACT”). ACCORDINGLY, THE SECURITIES DESCRIBED IN THE MATERIALS ACCESSIBLE FROM THE HTTPS://UPSTREAM.EXCHANGE/FRESH WEBPAGE ARE BEING OFFERED AND SOLD ONLY IN OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO PURCHASERS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S. YOU SHOULD NOT ACCESS THE HTTPS://UPSTREAM.EXCHANGE/FRESH WEBPAGE IF YOU ARE A U.S. PERSON AS DEFINED IN REGULATION S AND YOU ARE DEEMED TO HAVE ACKNOWLEDGED, REPRESENTED AND WARRANT THIS TO THE COMPANY. IN ADDITION, FRESH KILLS INC. IS CURRENTLY UNDERTAKING A PRIVATE PLACEMENT OFFERING PURSUANT TO SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND/OR RULE 506(C) OF REGULATION D PROMULGATED THEREUNDER. INVESTORS SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS, AND INVESTMENT TIME HORIZON OF FRESH KILLS INC. CAREFULLY BEFORE INVESTING. THE OFFERING DOCUMENTS RELATING TO EACH OFFERING OF EQUITY INTERESTS BY FRESH KILLS INC. WILL CONTAIN THIS AND OTHER INFORMATION ABOUT FRESH KILLS INC. AND SHOULD BE READ CAREFULLY BEFORE INVESTING. IN ACCORDANCE THEREWITH, YOU SHOULD BE AWARE THAT (I) THE SECURITIES MAY BE SOLD ONLY TO “ACCREDITED INVESTORS,” AS DEFINED IN RULE 501(A) OF THE SECURITIES ACT, WHICH FOR NATURAL PERSONS ARE INVESTORS WHO MEET CERTAIN MINIMUM ANNUAL INCOME OR NET WORTH THRESHOLDS; (II) THE SECURITIES WILL ONLY BE OFFERED IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND WILL NOT BE REQUIRED TO COMPLY WITH SPECIFIC DISCLOSURE REQUIREMENTS THAT APPLY TO REGISTRATION UNDER THE SECURITIES ACT; (III) THE SECURITIES AND EXCHANGE COMMISSION WILL NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO THE SECURITIES, THE TERMS OF THE OFFERING, OR THE ACCURACY OR COMPLETENESS OF ANY OFFERING MATERIALS; (IV) THE SECURITIES WILL BE SUBJECT TO LEGAL RESTRICTIONS ON TRANSFER AND RESALE AND INVESTORS SHOULD NOT ASSUME THEY WILL BE ABLE TO RESELL THEIR SECURITIES; INVESTING IN SECURITIES INVOLVES RISK, AND INVESTORS SHOULD BE ABLE TO BEAR THE LOSS OF THEIR INVESTMENT. THIS RELEASE CONTAINS FORWARD LOOKING STATEMENTS BASED ON ASSUMPTIONS AND REFLECTS THE COMPANY’S EXPECTATIONS, ESTIMATES AND PROJECTIONS OF FUTURE EVENTS. FORWARD LOOKING STATEMENTS INCLUDE WITHOUT LIMITATION, STATEMENTS REGARDING THE PERFORMANCE, PROSPECTS, OPPORTUNITIES, PRIORITIES, TARGETS, GOALS, OBJECTIVES, STRATEGIES, GROWTH AND OUTLOOK OF THE COMPANY. OFTEN, BUT NOT ALWAYS, FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS “EXPECTS”, “ANTICIPATES”, “PLANS”, “BELIEVES”, “ESTIMATES”, “SEEKS”, “INTENDS”, “TARGETS”, “PROJECTS”, “FORECASTS”, OR VARIATIONS (INCLUDING NEGATIVE VARIATIONS) OF SUCH WORDS AND PHRASES, OR STATE THAT CERTAIN ACTIONS, EVENTS OR RESULTS “MAY”, “COULD”, “WOULD”, “MIGHT” OR “WILL” BE TAKEN, OCCUR OR BE ACHIEVED. THE COMPANY’S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS NOT WITHIN THE CONTROL OF THE COMPANY. THE COMPANY CAUTIONS READERS NOT TO PLACE UNDUE RELIANCE ON ANY SUCH FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. THE COMPANY DISCLAIMS ANY OBLIGATION SUBSEQUENTLY TO REVISE ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS OR TO REFLECT THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED EVENTS.