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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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UPEXI, INC. (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
39959A205 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 39959A205 |
| 1 | Names of Reporting Persons
GSR Growth Investments LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
705,882.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The shares reported in rows 6 and 8 above represent (i) 705,882 shares of Upexi, Inc. (the "Issuer") common stock, par value $0.001 (the "Common Stock") redeemable upon the exercise of outstanding convertible notes held by the Reporting Person.
The percentage in row 11 above is based on (i) 705,882 shares of the Issuer's Common Stock redeemable upon the exercise of outstanding Convertible Notes held by the Reporting Person; plus (ii) 58,888,756 shares of Common Stock of the Issuer outstanding as of September 23, 2025, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on September 24, 2025 (the "Form 10-K").
SCHEDULE 13G
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| CUSIP No. | 39959A205 |
| 1 | Names of Reporting Persons
GSR Growth Investments GP Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
705,882.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The shares reported in rows 6 and 8 above represent (i) 705,882 shares of the Issuer's Common Stock redeemable upon the exercise of outstanding convertible notes held by GSR Growth Investments LP.
The percentage in row 11 above is based on (i) 705,882 shares of the Issuer's Common Stock redeemable upon the exercise of outstanding Convertible Notes held by GSR Growth Investments LP; plus (ii) 58,888,756 shares of Common Stock of the Issuer outstanding as of September 23, 2025, as reported in the Issuer's Annual Report on Form 10-K.
SCHEDULE 13G
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| CUSIP No. | 39959A205 |
| 1 | Names of Reporting Persons
GSR Strategies LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,699,561.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.81 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The shares reported in rows 6 and 8 above represent shares of Common Stock of the Issuer issuable upon exercise of warrants held by the Reporting Person.
The percentage in row 11 above is based on (i) 58,888,756 shares of Common Stock of the Issuer outstanding as of September 23, 2025, as reported in the Issuer's Form 10-K; plus (ii) 1,699,561 shares of the Issuer's Common Stock issuable upon exercise of warrants held by the Reporting Person.
SCHEDULE 13G
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| CUSIP No. | 39959A205 |
| 1 | Names of Reporting Persons
GSR USA Intermediate LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,699,561.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.81 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The shares reported in rows 6 and 8 above represent shares of the Issuer's Common Stock issuable upon exercise of warrants held by the Reporting Person. The Reporting Person is the member manager of GSR Strategies LLC.
The percentage in row 11 above is based on (i) 58,888,756 shares of the Issuer's Common Stock outstanding as of September 23, 2025, as reported in the Issuer's Form 10-K; plus (ii) 1,699,561 shares of the Issuer's Common Stock issuable upon exercise of warrants held by GSR Strategies LLC.
SCHEDULE 13G
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| CUSIP No. | 39959A205 |
| 1 | Names of Reporting Persons
CNC Inversiones Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,385,965.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.45 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The shares reported in rows 6 and 8 above represent 4,385,965 shares of the Issuer's Common Stock held by the Reporting Person.
The percentage in row 11 above is based on 58,888,756 shares of the Issuer's Common Stock outstanding as of September 23, 2025, as reported in the Issuer's Form 10-K.
SCHEDULE 13G
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| CUSIP No. | 39959A205 |
| 1 | Names of Reporting Persons
Carlos Cristian Gil | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SPAIN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,385,965.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.45 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The shares reported in rows 6 and 8 above represent 4,385,965 shares of the Issuer's Common Stock held by CNC Inversiones Ltd. The Reporting Person is a Director of CNC Inversiones Ltd.
The percentage in row 11 above is based on 58,888,756 shares of the Issuer's Common Stock outstanding as of September 23, 2025, as reported in the Issuer's Form 10-K.
SCHEDULE 13G
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| CUSIP No. | 39959A205 |
| 1 | Names of Reporting Persons
Nadia Gil | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SPAIN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,385,965.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.45 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The shares reported in rows 6 and 8 above represent 4,385,965 shares of the Issuer's Common Stock held by CNC Inversiones Ltd. The Reporting Person is a Director of CNC Inversiones Ltd.
The percentage in row 11 above is based on 58,888,756 shares of the issuer's Common Stock outstanding as of September 23, 2025, as reported in the Issuer's Form 10-K.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
UPEXI, INC. | |
| (b) | Address of issuer's principal executive offices:
3030 Rocky Point Drive, Suite 420 Tampa, FL, 33607 | |
| Item 2. | ||
| (a) | Name of person filing:
GSR Growth Investments LP | |
| (b) | Address or principal business office or, if none, residence:
c/o Zedra Booths Hall, Booths Park 3 Chelford Road, Knutsford, Cheshire, WA168GS, United Kingdom | |
| (c) | Citizenship:
United Kingdom | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 | |
| (e) | CUSIP No.:
39959A205 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
GSR Growth Investments LP: 705,882
GSR Growth Investments GP Ltd: 705,882
GSR Strategies LLC: 1,699,561
GSR USA Intermediate LLC: 1,699,561
CNC Inversiones Ltd: 4,385,965
Carlos Cristian Gil: 4,385,965
Nadia Gil: 4,385,965 | |
| (b) | Percent of class:
GSR Growth Investments LP: 1.19%
GSR Growth Investments GP Ltd: 1.19%
GSR Strategies LLC: 2.81%
GSR USA Intermediate LLC: 2.81%
CNC Inversiones Ltd: 7.45%
Carlos Cristian Gil: 7.45%
Nadia Gil: 7.45% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
GSR Growth Investments LP: 0
GSR Growth Investments GP Ltd: 0
GSR Strategies LLC: 0
GSR USA Intermediate LLC: 0
CNC Inversiones Ltd: 0
Carlos Cristian Gil: 0
Nadia Gil: 0 | ||
| (ii) Shared power to vote or to direct the vote:
GSR Growth Investments LP: 705,882
GSR Growth Investments GP Ltd: 705,882
GSR Strategies LLC: 1,699,561
GSR USA Intermediate LLC: 1,699,561
CNC Inversiones Ltd: 4,385,965
Carlos Cristian Gil: 4,385,965
Nadia Gil: 4,385,965 | ||
| (iii) Sole power to dispose or to direct the disposition of:
GSR Growth Investments LP: 0
GSR Growth Investments GP Ltd: 0
GSR Strategies LLC: 0
GSR USA Intermediate LLC: 0
CNC Inversiones Ltd: 0
Carlos Cristian Gil: 0
Nadia Gil: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
GSR Growth Investments LP: 705,882
GSR Growth Investments GP Ltd: 705,882
GSR Strategies LLC: 1,699,561
GSR USA Intermediate LLC: 1,699,561
CNC Inversiones Ltd: 4,385,965
Carlos Cristian Gil: 4,385,965
Nadia Gil: 4,385,965 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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