false0001677897 0001677897 2023-09-19 2023-09-19
 
 
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):
September 19 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)
(IRS
Employer Identification
No.)
 
3010
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)
 
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
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

Title
of
each
class
 
Trading
Symbol(s)
 
Name of each exchange on which
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
September
1
9
, 2023, we will be publishing a press release titled “UPAY Inc. Announces Successful Share Buyback from Former Director and CEO, Wouter A Fouche.”
 
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: September 1
9
, 2023
By:
/s/ Jaco
Folscher
 
Name:
Jaco
Folscher
 
Title:
Chief
Executive
Officer