Four Steps to Transfer Your Series V Shares into Upstream
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1
Move Shares to Our Transfer Agent
Move your Series V shares to our transfer agent Equity Stock Transfer (“EST”). Series V shares may be moved to EST by contacting your broker-dealer (or other custodian) and initiating a Direct Registration System (“DRS”) transfer request of the Series V to EST, each broker-dealer has different processes so you must contact them directly. Please note that the Series V shares will be transferred using free delivery at DTC via a DRS transfer to EST. BTCS, however, will not cover the cost of a DWAC or other transfer method.
EST Information -
2
Create Upstream Account
Open an account with Upstream by downloading your preferred app from Upstream’s website. Note: You will also need to complete Upstream’s KYC identity verification process which can take up to 48 hours to review. To start simply click the button below.
Upstream Account -
3
Create Boustead Securities Account
Only required for U.S. holders.
U.S. based Series V holders must also create an account with Boustead Securities to deposit and trade their shares with Upstream. This process is very fast and can be done online here, simply click the button below.
Boustead Account -
4
Deposit your Series V on Upstream
Lastly, initiate a request to deposit your shares using the Upstream app. Tap Investor, Manage Securities, Deposit Securities. Next, enter the BTCS’s Series V Ticker Symbol (“BTCSP”) and the number of shares you’re requesting to deposit (note: this needs to be all the Series V shares you have at our transfer agent) and submit the request. The deposit is not automatic and may take 2 days to post to your Upstream account.
Timeline
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May 11, 2023
Ex-Dividend Date
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May 12, 2023
Record Date
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June 2, 2023
Payment Date
Frequently Asked Questions
What is the Series V Preferred stock?
The Series V Preferred stock is intended to be similar in some respects and superior in others to our common stock. Its key features are: i) its non-convertible, ii) perpetual, iii) has a 20% liquidation preference over our common stock, iv) eligible, at the discretion of the board, for dividends and/or distributions made to common holders, v) eligible, at the discretion of the board for, dividends and/or distributions up to 20% per annum, which the common shareholders would not be entitled to, vi) will be treated as common stock in the event of a reorganization such as a merger, and vii) non-voting.
Why is BTCS distributing Series V to its shareholders?
BTCS is distributing Series V Shares to all its shareholders as a step towards protecting investors, embracing blockchain technology for trade settlements, and rewarding long-time shareholders for their continued support. This distribution aims to build a fundamental shareholder base, promote blockchain adoption, and create a pathway for every shareholder to seamlessly utilize blockchain technology in their daily lives.
BTCS intends to list the Series V Shares on Upstream, which utilizes Ethereum’s blockchain that BTCS has been securing through its validator node operations since 2021.
The Upstream listing is expected to provide transparent public order books, grant access to a global digital-first investor base, enable direct-to-investor communications, distributions, and dividends without friction, and eliminate: i) failures to deliver, ii) illegal naked shorting, and iii) phantom shares which we believe currently plague the market.
This move demonstrates BTCS’s commitment to delivering superior value to investors, acknowledging the loyalty of long-time shareholders, fostering innovation, and contributing to the potential future of fairer capital markets.
Is this Series V Dividend distribution dilutive to stockholders?
No. This is a pro-rata stock distribution of Series V Shares to common stockholders. The number of shares of common stock outstanding remains unchanged as a result of this distribution.
Am I eligible to receive the Dividend?
If you are a shareholder of record, or a shareholder holding directly or indirectly through DTC, as of the Ex-Dividend Date (May 11, 2023), you will be eligible to receive the Dividend based on the number of shares of common stock owned.
I am an international shareholder. Will I receive the Series V Dividend?
Yes, if you hold BTCS common stock through a broker-dealer, bank, or other financial institution, BTCS will be delivering the Series V Dividend via Equity Stock Transfer (“EST”) our transfer agent to the Depository Trust Company (“DTC”) who will then deliver them to your broker regardless of whether you are a U.S. or international shareholder. How each individual broker then handles the Dividends is determined by the broker and is governed by your brokerage agreement. BTCS does not control how brokers choose to process the Dividend.
If you are a record holder of BTCS common stock (i.e. your shares are held at EST) EST will recognize you as the owner of the Series V Shares directly on the share register it maintains for BTCS.
If I hold BTCS shares in an IRA account, am I eligible to receive the Dividend?
Yes. Shares held in IRA’s are eligible to receive the Dividend but may be subject to certain restrictions in order to make sure that the Dividend remains in the IRA and not treated as a distribution from the IRA.
If I hold BTCS shares in a 401(k) plan account, am I eligible to receive the Dividend?
Yes. Shares held in 401(k) plan accounts are eligible to receive the Dividend. Certain plan custodians restrict the ability of 401(k) plan participants to elect investment in or divestment in securities such as the Series V Shares, which do not trade on a national securities exchange. You should contact your 401(k) plan custodian for additional information about any limitations on continuing to hold the Series V Shares in your 401(k) plan or your ability to sell the Series V Shares.
How many Series V Shares will I receive?
The Series V Shares will be paid out at a ratio of 1:1, with one share of Series V issued for every one share of common stock.
When will I receive the Series V Dividend?
On or after the Dividend Payment Date, which has been set for June 2, 2023. BTCS will be delivering the Series V Dividend via EST to DTC who will then deliver them to your broker. How each individual broker then handles the Dividends is determined by the broker and is governed by your brokerage agreement. Some brokerage firms may deposit your Series V quickly, while others may take several days to do so. If you have any questions about the distribution of your Series V Shares please contact your brokerage firm.
Will the Dividend be payable in U.S. dollars or in cryptocurrency?
Neither. The Dividend is a stock dividend, and the Series V to be issued in the Dividend will be uncertificated securities. The Series V to be paid in the Dividend is not cryptocurrency. Please note that shareholders will not be required to pay any consideration in order to receive the Series V Shares.
Do I need to do anything to receive the Series V Dividend?
No, investors are not required to take any action in order to receive the Dividend. On or after the Payment Date, investors should see their Series V Shares reflected in their brokerage or other financial institution accounts in which they hold their BTCS common stock. Some brokerage firms will deposit your Series V quickly, while others may take several days to do so. However, if that does not happen, you should immediately contact your broker.
Holders of record will automatically receive the Series V Shares in book-entry form on or about the Payment Date.
What happens if I do nothing?
Investors are not required to take any action in order to receive their Series V Shares. On the Payment Date, investors should see their Series V Shares reflected in their brokerage or other custodial accounts in which they hold their BTCS common stock. See above Q&A for timing on when to expect brokerage firms to deposit your Series V.
How is the issuance of the Series V Dividend taxed?
In the United States, the BTCS Series V dividend is not expected to be a taxable dividend. An IRS Form 8937 has been published on our website here: www.btcs.com/taxforms/. Tax laws do vary from country to country, and international shareholders should check the laws in their respective countries. The above does not constitute tax advice and you should consult with a tax professional.
Will receipt of the Dividend into an IRA account constitute a distribution for tax purposes?
Assuming that the Dividend is not directed or paid to the IRA owner in his or her individual capacity and, instead, the Dividend is retained by the custodian for the IRA, such Dividend should not be considered a distribution of the IRA for purposes of the Internal Revenue Code.
IMPORTANT: Individuals receiving Series V Shares into an IRA should consult with their own IRA custodians or tax advisers in determining appropriate tax treatment of the Series V Shares.
Can I sell the Series V?
Yes, the Series V Shares are transferable, and we have applied to have the Series V trade on Upstream. However, we cannot provide any assurances that our application to list on Upstream will be approved, or an active trading market for the Series V will develop or continue or that there will be any liquidity in the trading market for the Series V, or the price at which the Series V will be able to be resold.
How do I sell the Series V Shares?
In order to sell the Series V Shares, investors must have an existing account or create an account with Upstream. We will update these FAQs once we have been approved for trading on Upstream; U.S. investors must also create an account with Boustead Securities.
How do I transfer my Series V Shares to BTCS’s Transfer Agent?
Contact your broker-dealer (or other custodian) and initiate a Direct Registration System (“DRS”) transfer request of the Series V to EST, each broker-dealer has different processes so you must contact them directly. Please note that the Series V Shares will be transferred using free delivery at DTC via a DRS transfer to EST. BTCS, however, will not cover the cost of a DWAC or other transfer method.
How do I create an account with Upstream?
Detailed directions can be found on Upstream’s website: Click here for step-by-step instructions.
How do deposit my shares from EST to my Upstream Account?
Detailed directions can be found on Upstream’s website. Click here for step-by-step instructions.
When can I sell my Series V Shares?
Series V Shares can be sold at any time following deposit of such shares on Upstream, provided an active market develops and there are interested buyers.
Is there a deadline to set up an account with Upstream?
No. There is no deadline or time requirement to set up an account with Upstream. However, you will may not be able to buy or sell Series V shares until you set up an account with Upstream.
If I don’t want to set up an account with Upstream, is there any other way to sell the Series V Shares?
Yes, the Series V Shares may be sold in privately negotiated transactions, however, BTCS can’t assist in any capacity in this process.
What happens if I leave my Series V shares in my brokerage account and don’t move them to Upstream?
You are not required to move your Series V shares to Upstream; you can choose to keep your Series V shares in your current brokerage account which will not affect any of the rights afforded to you in connection with your Series V shares. However, we do not plan to list the Series V shares on Nasdaq, NYSE, or on OTC Markets as such there will likely be no price assigned to the Series V in your brokerage account nor will you be able to easily sell them through your brokerage account.