UNITED
STATES
SECURITIESANDEXCHANGE
COMMISSION
Washington,D.C.
20549
FORM8-K
CURRENT
REPORT
PursuanttoSection13or15(d)oftheSecuritiesExchangeActof
1934
DateofReport(Dateofearliesteventreported):October 3, 2023
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) | (IRSEmployer Identification No.) |
3010LBJHighway,12th Floor | |
Dallas, Texas | 75234 |
(Address of Principal Executive Offices) | (Zip Code) |
(972)888-6052
(Registrant’sTelephoneNumber,IncludingArea
Code)
Not
applicable
(Former Name or Former Address, if Changed Since Last
Report)
ChecktheappropriateboxbelowiftheForm8-Kfilingisintendedtosimultaneouslysatisfythefilingobligationoftheregistrantunderanyofthe following provisions:
¨ | Writtencommunicationspursuant toRule425 undertheSecurities Act(17CFR 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-commencementcommunicationspursuanttoRule13e-4(c)undertheExchangeAct(17CFR240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: None
Titleofeach class | Trading Symbol(s) | Name of each exchange on which registered | ||
IndicatebycheckmarkwhethertheregistrantisanemerginggrowthcompanyasdefinedinRule405oftheSecuritiesActof1933(17
CFR
§230.405)orRule12b-2oftheSecuritiesExchangeActof1934(17CFR§240.12b-2).Emerginggrowthcompany
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.isreferredtohereinas“we”,“us”or“our”or
“UPAY”.
ITEM 8.01. OTHER EVENTS
On October 3, 2023, we will be publishing a press release titled
“UPAY Inc. and Huntpal LLC. agree to a Memorandum of Understanding and Joint Veture Agreement.”
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) |
UPAY, INC. | ||
Date: October 3, 2023 | By: | /s/ Jaco Folscher |
Name: | Jaco Folscher | |
Title: | Chief Executive Officer |