8-K
UPAY (UPYY)
UNITED
STATES
SECURITIES
AND
EXCHANGE
COMMISSION
Washington,
D.C.
20549
FORM
8- K
CURRENT
REPORT
Pursuant
to
Section
13
or
15(d)
of
the
Securities
Exchange
Act
of
1934
Date
of
Report
(Date
of
earliest
event
reported):
June 5,
2024
UPAY,
INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
| 000-55747 | 37-1793622 |
|---|---|
| (Commission File <br>Number) | (IRS<br><br>Employer Identification <br>No.) |
| 3010 LBJ Highway, 12th Floor | |
| --- | --- |
| Dallas,<br><br><br>Texas | 75234 |
| (Address of Principal Executive <br>Offices) | (Zip <br>Code) |
(972)
888- 6052
(Registrant’s
Telephone
Number,
Including
Area
Code)
Not
applicable
(Former Name or Former Address, if Changed Since Last Report)
Check
the
appropriate
box
below
if
the
Form
8-K
filing
is
intended
to
simultaneously
satisfy
the
filing
obligation
of
the
registrant
under
any
of
the following provisions:
| ¨ | Written<br><br>communications<br><br>pursuant to<br><br>Rule<br><br>425 under<br><br>the<br><br>Securities Act<br><br>(17<br><br>CFR <br>230.425) | |
|---|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-<br>12) | |
| --- | --- | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-<br>2(b)) | |
| --- | --- | |
| ¨ | Pre-commencement<br><br>communications<br><br>pursuant<br><br>to<br><br>Rule<br><br>13e-4(c)<br><br>under<br><br>the<br><br>Exchange<br><br>Act<br><br>(17<br><br>CFR<br><br>240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: None | |
| --- | --- | |
| Title<br><br>of<br><br>each<br>class | Trading<br><br><br>Symbol(s) | Name of each exchange on which <br>registered |
| --- | --- | --- |
Indicate
by
check
mark
whether
the
registrant
is
an
emerging
growth
company
as
defined
in
Rule
405
of
the
Securities
Act
of
1933
(17
CFR §230.405)
or
Rule
12b-2
of
the
Securities
Exchange
Act
of
1934
(17
CFR
§240.12b-2). Emerging
growth
company
x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
UPAY,
Inc.
is
referred
to
herein
as
“we”,
“us”
or
“our”
or
“UPAY”.
ITEM 8.01. OTHER EVENTS
On June 5, 2024, we will be publishing a press release titled “
UPAY Inc. Acquires Full Ownership of Huntpal LLC, Expanding Its Portfolio and Market Reach”
The information in this Current Report on Form 8-K with respect to Item 8.01 (including the press release attached hereto as Exhibit 99.1) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit No. | Description | |
|---|---|---|
| 99.1 | June 5, 2024 Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| 2 | ||
| --- | ||
| UPAY, INC. | ||
| --- | --- | --- |
| Date: June 5,2024 | By: | /s/ Jaco Folscher |
| Name: | Jaco Folscher | |
| Title: | Chief Executive<br><br>Officer | |
| 3 | ||
| --- |
Exhibit 99.1
FOR IMMEDIATE RELEASE
UPAY Inc. Acquires Full Ownership of Huntpal LLC, Expanding Its Portfolio and Market Reach
Dallas, Texas - June 5, 2024 - UPAY Inc. ("UPAY" or the "Company") (OTCQB: UPYY), a leading corporation in the fintech sector, is pleased to announce that it has successfully negotiated with the shareholders of Huntpal LLC (“Huntpal”) to acquire full ownership of the company. As part of this agreement, UPAY Inc. will issue common stock shares of UPAY to the current Huntpal shareholders in exchange for their shares in Huntpal, which transaction will result in Huntpal becoming UPAY’S wholly owned subsidiary.
To finalize this acquisition, both parties signed a Second Addendum to the Huntpal Memorandum of Understanding formalizing the changes in ownership of Huntpal LLC and UPAY. Additionally, the new UPAY . shareholders, who received shares as part of the transactions, have agreed to Lock-up and Resale Restriction Agreements, which agreements provide that their UPAY shares will be locked up for a period of two years and thereafter subject to trading restrictions in which only 10% of the shares are permitted to be sold per month for an additional three months thereafter.
Huntpal, based in the USA, owns Huntpal (Pty) Ltd in South Africa. The South African business acts as the operational arm of the organization, managing day-to-day activities, and ensuring seamless execution of Huntpal’s services and offerings.
This strategic move strengthens UPAY’s portfolio and solidifies its position in the market, leveraging Huntpal (Pty) Ltd in South Africa as a robust operational base to drive growth and operational efficiency.
Jaco Fölscher, UPAY’S CEO, expressed his excitement about the acquisition, stating: "This acquisition marks a significant milestone in our growth strategy. By fully integrating Huntpal into UPAY, we are enhancing our ability to deliver exceptional hunting experiences and financial solutions to a broader audience. We look forward to the opportunities this acquisition brings to both our company and our customers."
Martin van Heerden, CEO of Huntpal (Pty) Ltd, also shared his enthusiasm, saying: "Becoming a wholly owned subsidiary of UPAY Inc. allows us to streamline our operations and better serve our clients. With UPAY's support, we are well-positioned to expand our reach and provide unparalleled hunting adventures."
The partnership between UPAY and Huntpal reflects a shared commitment to redefining the hunting experience through innovation, accessibility, and wildlife conservation. Together, we aim to revolutionize the industry and offer unmatched adventures to enthusiasts in the US and beyond. Additionally, we are dedicated to creating jobs in rural African communities and supporting feeding schemes in South Africa, making significant contributions to uplift local communities.
For media inquiries, please contact:
CONTACT INFORMATION UPAY INC.
Email: info@upaytechnology.com
About UPAY Inc.: UPAY Inc. is a forward-thinking US public company dedicated to providing cutting-edge financial solutions to its clients. With a focus on innovation and user-centric design, UPAY remains at the forefront of technology in the fintech sector.
About Huntpal LLC: Huntpal LLC, based in Florida, specializes in all-inclusive hunting and adventure travel packages in South Africa. With a commitment to responsible hunting and conservation, Huntpal LLC offers unforgettable experiences while preserving South Africa's wildlife.
CAUTIONARY DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS The information contained in this publication does not constitute an offer to sell or solicit an offer to buy securities of UPAY Inc. This publication contains forward-looking statements, which are not guarantees of future performance. The Company has no obligation to provide the recipient with additional updated information. No information in this publication should be interpreted as any indication whatsoever of the Company’s future revenues, results of operations, or stock price.