UPAY
false0001677897 0001677897 2024-06-20 2024-06-20
 
 
 
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 20, 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
Number)
 
(IRS
Employer Identification
No.)
 
3
010 LBJ Highway
, 12th Floor
 
Dallas,
Texas
 
75234
(Address of Principal Executive
Offices)
 
(Zip
Code)
 
(972)
888-
6052
(Registrant’s
Telephone
Number,
Including
Area
Code)
 
Not
applicable
(Former Name or Former Address, if Changed Since Last
Report)
 
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below
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8-K
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under
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of
the following provisions:
 
¨
Written
communications
pursuant to
Rule
425 under
the
Securities Act
(17
CFR
230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-
12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-
2(b))
 
¨
Pre-commencement
communications
pursuant
to
Rule
13e-4(c)
under
the
Exchange
Act
(17
CFR
240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: None
 
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Indicate
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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
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(17
CFR
§240.12b-2). Emerging
growth
company
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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
20
, 2024, we will be publishing a press release titled  
 “
UPAY Inc. Strengthens Portfolio with AML GO (Pty) Ltd Acquisition”.
 
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
 
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
2
 
 
UPAY, INC.
 
 
Date: June
20
,
 
2024
By:
/s/ Jaco  Folscher
Name:
Jaco Folscher
Title:
Chief Executive
Officer
 
 
3
 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

UPAY Inc. Strengthens Portfolio with AML GO (Pty) Ltd Acquisition

 

Dallas, Texas - June 20, 2024 - UPAY Inc. ("UPAY" or the "Company") (OTCQB: UPYY), a leading fintech corporation, has acquired a controlling stake in AML GO (Pty) Ltd ("AML GO"), a prominent Anti-Money Laundering company based in South Africa. Following negotiations, UPAY signed a Shareholders Agreement with other stakeholders in AML GO, securing a 51% ownership in the company. This strategic move aligns with the amendments to the Financial Intelligence Centre Act (FICA), effective December 19, 2022, which expand its regulatory framework.

 

The amended FICA regulations now include additional sectors such as Company Service Providers, Crypto Asset Service Providers, Payment clearing service operators, and Credit providers as accountable institutions. This expansion necessitates compliance from clients of UPAY's South African subsidiary, Rent Pay (Pty) Ltd, under the new regulatory framework.

 

Jaco Fölscher, CEO of UPAY, emphasized the urgency of addressing compliance challenges: "With the inclusion of Credit providers as accountable institutions, there is an immediate need to ensure our clients in South Africa comply with the updated FICA regulations. The acquisition of AML GO enhances UPAY's ability to provide tailored Anti-Money Laundering solutions, enabling us to assist our clients in meeting their regulatory obligations."

 

AML GO specializes in providing Anti-Money Laundering solutions tailored to clients' Risk Management and Compliance Programmes (RMCPs). The platform facilitates risk-based screening by implementing a unique risk matrix or decision tool aligned with each client's RMCP, thereby assigning a risk-based score to individuals or companies screened. Additionally, AML GO's platform includes a credit risk screening and onboarding tool, enhancing its comprehensive compliance capabilities.

 

The AML GO system manages task-based processes for AML officers within companies, facilitating the investigation and reporting of suspicious activities. It also conducts batch screening against databases according to individual or company risk profiles, while maintaining comprehensive reporting and record-keeping of all screening activities and tasks performed.

 

AML GO’s comprehensive services ensure compliance with both local and international AML legislation, effectively supporting businesses in mitigating money laundering risks. This acquisition underscores UPAY's commitment to expanding its service offerings and geographical footprint in critical financial sectors with the goal of  positioning the Company as a leader in delivering innovative compliance solutions. Partnering with UPAY also provides AML GO with the opportunity to further extend its reach into the USA through UPAY's established networks.

 

For media inquiries, please contact:

 

CONTACT INFORMATION UPAY INC. Email: [email protected]

 

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 AML GO (Pty) Ltd: AML GO (Pty) Ltd is a leading provider of Anti-Money Laundering solutions based in South Africa. With a strong commitment to financial security and regulatory compliance, AML GO delivers tailored services that safeguard businesses against money laundering risks.

 

CAUTIONARY DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS:

 

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially. UPAY Inc. undertakes no obligation to update these forward-looking statements in light of new information or future events.  No information contained in this press release should be construed as any indication whatsoever of the Company’s future revenues, results of operations, or stock price.