UPAY

UPAY, Inc. is a Nevada corporation incorporated on July 8, 2015, that operates through wholly owned subsidiaries including Rent Pay (Pty) Ltd, AML GO (Pty) Ltd, and HUNTPAL LLC. The Company currently conducts its principal lending software and credit management operations in South Africa through its ACPAS loan management software platform, which provides credit management, loan administration, collections management, debit order processing, payment facilitation, and regulatory compliance solutions to credit providers, retailers, and professional service businesses. The Company has also recently deployed its Business-to-Business lending solution designed to support commercial and business financing activities within the South African market. The Company’s AML GO subsidiary provides advanced anti-money laundering screening, compliance, and risk-management tools to South African financial institutions, fintech companies, and all accountable institutions through a secure, web-based portal that automates customer due diligence and enhanced due diligence workflows. HUNTPAL LLC operates an online “Hunt Now–Pay Later” marketplace that connects licensed hunting outfitters with U.S. hunters, facilitating interest-free financing for guided hunts, gear packages, and travel arrangements in manageable installments.

On June 5, 2024, the Company acquired full ownership of HUNTPAL LLC, consolidating its U.S. subsidiary under the UPAY corporate structure and expanding the Company’s digital marketplace operations within the outdoor recreation and hunting tourism industries. On June 20, 2024, the Company completed the acquisition of a controlling interest in AML GO (Pty) Ltd, a South African compliance software provider. On October 29, 2024, AML GO launched its next-generation web-based AML screening and compliance portal featuring automated entity verification, sanctions screening, PEP screening, and API integration capabilities. On February 1, 2025, Rent Pay (Pty) Ltd entered into a one-year lease agreement with two one-year renewal options for approximately 2,905 square feet of office space located in Centurion, South Africa. In May 2025, the Company deployed its Business-to-Business lending solution through the ACPAS platform. On June 9, 2025, ACPAS entered into a service level agreement to provide device financing software and payment processing solutions for a South African retail network supporting financing solutions for a major U.S. technology brand across multiple retail locations. On July 22, 2025, ACPAS entered into a multi-phase development agreement with a pan-African financial services group to develop customized digital lending and loan management solutions for deployment within South Africa.

The Company’s revenues were concentrated among 2 customers for the year ended February 28, 2026, and three customers for the year ended February 28, 2025. The Company operates year-round in South Africa; however, HUNTPAL experiences seasonal fluctuations in booking activity, with increased demand typically occurring during the primary hunting seasons in the autumn and winter months. The Company does not use raw materials in its business. In November 2021, the Company closed its Grapevine, Texas sales office as part of a cost optimization initiative, and during 2022, the Company reduced active U.S. sales and operational activities due to management changes, capital allocation considerations, staffing limitations, and operational disruptions associated with the COVID-19 pandemic. Since that time, the Company has concentrated the majority of its operational activities within Southern Africa.

The Company is currently evaluating potential expansion opportunities into the United States market and anticipates launching certain AML and compliance-related services in the United States within the next six months, although no assurances can be given regarding the timing or success of such expansion efforts. The Company believes the U.S. consumer finance and credit management market may present future opportunities for expansion of its software platforms, technology solutions, and related financial services offerings. The Company believes the U.S. regulatory compliance market may present future growth opportunities for its AML GO compliance platform. The Company believes that HUNTPAL may benefit from continued growth in online outdoor marketplaces and increasing consumer interest in destination hunting experiences, including opportunities connecting U.S.-based hunters with outfitters and guides operating in South Africa and other international destinations. The Company plans to continue expanding HUNTPAL’s digital marketing, outfitter partnerships, and online platform capabilities to support future growth opportunities within the outdoor recreation and hunting marketplace industry.

The Company believes that increasing regulatory compliance requirements, digital payment adoption, and demand for automated credit management systems may continue to support growth opportunities within the South African lending and financial technology sectors. The Company believes the B2B lending and commercial finance sector may present additional growth opportunities for its software platforms and related financial technology services. The Company believes that flexible payment options may improve accessibility to destination hunting experiences and support increased participation within the hunting tourism industry. The Company believes the integration of financing solutions with digital marketplace services may provide HUNTPAL with a differentiated service offering by providing consumers with additional flexibility when booking guided hunting experiences and related outdoor travel services. The Company continues to evaluate selective expansion opportunities within the United States market under the leadership of Randall Greene, the Company’s Chief Operating Officer and Director.

The Company’s revenues were concentrated among 2 customers for the year ended February 28, 2026, and three customers for the year ended February 28, 2025, representing a significant customer concentration risk. The Company faces operational risks associated with its reliance on the South African market, where it conducts its principal lending software and credit management operations, and is subject to the regulatory environment governed by the National Credit Act and the National Credit Regulator. The Company’s expansion plans into the United States market are subject to uncertainty, as the Company states that no assurances can be given regarding the timing or success of such expansion efforts. The Company also faces risks related to its ability to successfully integrate its recent acquisitions of HUNTPAL LLC and AML GO (Pty) Ltd, and to effectively deploy its newly launched B2B lending solution and device financing software agreements. Additionally, HUNTPAL experiences seasonal fluctuations in booking activity, with increased demand typically occurring during the primary hunting seasons in the autumn and winter months, which may create variability in revenue.

Management’s tone in the filing is forward-looking and expansion-oriented, emphasizing the Company’s strategic focus on scaling its three primary platforms—ACPAS, AML GO, and HUNTPAL—across Southern Africa and selectively into the United States. The key strategic priorities emphasized include the continued expansion of the ACPAS loan management software platform and the recently deployed B2B lending solution within South Africa, the acceleration of AML GO’s market penetration as demonstrated by onboarding more than 30 additional financial institution and business clients across South Africa over a two-week period in April 2025, and the scaling of HUNTPAL’s “Hunt Now–Pay Later” marketplace through a U.S. launch campaign and the appointment of an independent contractor for direct marketing and business development activities effective June 1, 2026. Management also highlights the Company’s preparation to introduce AML GO’s advanced compliance and risk-management platform into the U.S. market in the near term, positioning the Dallas hub as the coordination center for both HUNTPAL’s financing operations and AML GO’s upcoming U.S. rollout.