SCHEDULE 13G: Multiple Investment Entities Disclose Significant Passive Stakes in Upexi, Inc., Nearing 10% Ownership Thresholds

Several investment entities, including GSR Growth Investments LP and CNC Inversiones Ltd., have disclosed significant passive beneficial ownership stakes in Upexi, Inc., with some reaching the 9.99% threshold.

Summary

• GSR Growth Investments LP and its general partner, GSR Growth Investments GP Ltd., each reported beneficial ownership of 3,894,760 shares of Upexi, Inc. common stock, representing 9.99% of the class.
• This ownership for GSR Growth Investments LP comprises 2,306,060 shares of common stock and 1,588,700 shares issuable upon exercise of pre-funded warrants.
• GSR Strategies LLC and its member manager, GSR USA Intermediate LLC, each disclosed beneficial ownership of 2,192,982 shares, representing 5.53% of the class, primarily from warrants.
• CNC Inversiones Ltd. and its directors, Carlos Cristian Gil and Nadia Gil, each reported beneficial ownership of 4,150,800 shares, representing 9.99% of the class, derived from pre-funded warrants.
• The reported percentages are calculated based on a total of 1,425,924 common shares outstanding as of April 11, 2025, plus 35,970,383 shares sold via a securities purchase agreement, and the respective exercisable warrants/pre-funded warrants held by each reporting person.
• Certain pre-funded warrants held by GSR Growth Investments LP (491,203 shares) and CNC Inversiones Ltd. (235,165 shares) were excluded from the reported beneficial ownership due to a 9.99% beneficial ownership limitation clause in their terms.
• All reporting persons explicitly stated that their securities were not acquired or held for the purpose of changing or influencing the control of Upexi, Inc., indicating a passive investment strategy.

Sentiment

Score: 7

Explanation: The filing indicates significant institutional interest and investment in Upexi, Inc., with multiple entities acquiring substantial passive stakes. This generally signals positive investor confidence, although the nature of the investment (passive, not seeking control) and the reliance on warrants/pre-funded warrants should be noted.

Positives

• The disclosure of significant beneficial ownership by multiple investment entities suggests increased institutional interest and confidence in Upexi, Inc.
• The passive nature of these investments, as certified by the filers, indicates that these investors are not seeking to influence control, which can provide stability.

Risks

• The existence of beneficial ownership limitations (e.g., 9.99% on pre-funded warrants) could cap the immediate upside for these investors if the stock price rises significantly, as they cannot fully exercise all their warrants without exceeding the limit.
• A substantial portion of the reported ownership is derived from warrants and pre-funded warrants, which could lead to dilution if exercised, potentially impacting existing shareholders.

Future Outlook

NA

Industry Context

This Schedule 13G filing indicates significant investment activity in Upexi, Inc. by multiple entities, including a UK-based LP and its general partner, a Delaware-based LLC, and a UK-based investment company with Spanish directors. Such filings are common for publicly traded companies when institutional or large individual investors acquire more than 5% of a company's outstanding shares, signaling their passive investment intent.

Stakeholder Impact

• Shareholders: The disclosure of significant institutional ownership may be viewed positively, potentially increasing investor confidence and liquidity. However, the future exercise of warrants and pre-funded warrants could lead to dilution of existing shares.

Key Dates

Keywords

Upexi Inc., Schedule 13G, beneficial ownership, common stock, pre-funded warrants, warrants, institutional investment, passive investment, SEC filing, equity stake, dilution