Upay (UPYY) 8-K Other Events

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:

¨ 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-commencementcommunicationspursuanttoRule13e-4(c)undertheExchangeAct(17CFR240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: None

Title of each 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
99.1	Press Release dated October 3, 2023
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