[SCHEDULE 13G/A] UPEXI, INC. Amended Passive Investment Disclosure
Upexi holders report stakes below 5% threshold
Upexi, Inc. received an amended Schedule 13G/A from a group of former large shareholders indicating they have each fallen below the 5% beneficial ownership threshold of its common stock.
Upexi, Inc. received an amended Schedule 13G/A from a group of former large shareholders indicating they have each fallen below the 5% beneficial ownership threshold of its common stock. The filing covers GSR Growth Investments LP, GSR Growth Investments GP Ltd., GSR Strategies LLC, GSR USA Intermediate LLC, CNC Inversiones Ltd., Carlos Cristian Gil, and Nadia Gil, and is characterized as an exit filing for these entities.
Based on 70,261,828 shares of common stock outstanding as of May 11, 2026, GSR Growth Investments LP and its general partner each report 705,882 shares, or 0.9947% of the class, primarily through shares redeemable upon exercise of convertible notes. GSR Strategies LLC and GSR USA Intermediate LLC each report 54,824 shares, or 0.078%, issuable upon exercise of warrants. CNC Inversiones Ltd., Carlos Cristian Gil, and Nadia Gil each report 2,185,965 shares, or 3.11%, with voting and dispositive power shared among related parties.
Shares Outstanding70,261,828 sharesCommon stock outstanding as of May 11, 2026, per Form 10-Q
GSR Growth Investments LP Beneficial Ownership705,882 shares (0.9947%)Shares redeemable upon exercise of convertible notes
GSR Strategies LLC Beneficial Ownership54,824 shares (0.078%)Shares issuable upon exercise of warrants
CNC Inversiones Ltd. Beneficial Ownership2,185,965 shares (3.11%)Common stock held with shared voting and dispositive power
Carlos Cristian Gil Beneficial Ownership2,185,965 shares (3.11%)Attributed through CNC Inversiones Ltd.
Nadia Gil Beneficial Ownership2,185,965 shares (3.11%)Attributed through CNC Inversiones Ltd.
Key Terms
beneficial owner, Schedule 13G/A, convertible notes, warrants, +2 more
6 terms
beneficial ownerregulatory
"have ceased to be the beneficial owner of 5% or more of the shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Schedule 13G/Aregulatory
"Accordingly, this Amendment No. 3 constitutes an exit filing"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
convertible notesfinancial
"Common Stock redeemable upon the exercise of outstanding convertible notes held"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
warrantsfinancial
"shares of Common Stock of the Issuer issuable upon exercise of warrants held"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
shared voting powerfinancial
"Shared Voting Power 705,882.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"Shared Dispositive Power 2,185,965.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
What does the Schedule 13G/A filing for UPEXI (UPXI) disclose?
The Schedule 13G/A shows several reporting persons now each hold under 5% of Upexi’s common stock. It lists their exact share counts, related percentages, and notes this amendment is an exit filing for those holders.
Which shareholders filed the exit Schedule 13G/A for UPEXI (UPXI)?
The filing covers GSR Growth Investments LP, GSR Growth Investments GP Ltd., GSR Strategies LLC, GSR USA Intermediate LLC, CNC Inversiones Ltd., Carlos Cristian Gil, and Nadia Gil, all reporting beneficial ownership below 5% of Upexi common stock.
How many UPEXI (UPXI) shares are outstanding for the ownership percentages?
Percentages are based on 70,261,828 shares of Upexi common stock outstanding as of May 11, 2026, as referenced from the company’s Form 10-Q for the quarter ended March 31, 2026.
What is GSR Growth Investments LP’s current stake in UPEXI (UPXI)?
GSR Growth Investments LP reports 705,882 shares of Upexi common stock redeemable upon exercise of convertible notes, representing 0.9947% of the outstanding class, with shared voting and dispositive power over those shares.
What stake do CNC Inversiones Ltd. and the Gils report in UPEXI (UPXI)?
CNC Inversiones Ltd., Carlos Cristian Gil, and Nadia Gil each report 2,185,965 shares of Upexi common stock, representing 3.11% of the class, with shared voting and dispositive power over those shares.
Are any UPEXI (UPXI) positions held through convertible notes or warrants?
Yes. GSR Growth Investments LP’s 705,882 shares are redeemable upon exercise of convertible notes, while GSR Strategies LLC and GSR USA Intermediate LLC’s 54,824 shares each are issuable upon exercise of warrants.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
UPEXI, INC.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
39959A205
(CUSIP Number)
03/31/2026
(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)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
705,882.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
705,882.00
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)
0.9947 %
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) 70,261,828 shares of Common Stock of the Issuer outstanding as of May 11, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 12, 2026 (the "Form 10-Q")
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
705,882.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
705,882.00
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)
0.9947 %
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. GSR Growth Investments GP Ltd. is the general partner of 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) 70,261,828 shares of Common Stock of the Issuer outstanding as of May 11, 2026, as reported in the Issuer's Form 10-Q
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
54,824.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
54,824.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
54,824.00
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)
0.078 %
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) 54,824 shares of the Issuer's Common Stock held by the Reporting Person; plus (ii) 70,261,828 shares of Common Stock of the Issuer outstanding as of May 11, 2026, as reported in the Issuer's Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
54,824.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
54,824.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
54,824.00
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)
0.078 %
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) 54,824 shares of the Issuer's Common Stock held by the Reporting Person; plus (ii) 70,261,828 shares of Common Stock of the Issuer outstanding as of May 11, 2026, as reported in the Issuer's Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,185,965.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,185,965.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,185,965.00
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)
3.11 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The shares reported in rows 6 and 8 above represent 2,185,965 shares of the Issuer's Common Stock held by the Reporting Person.
The percentage in row 11 above is based on 70,261,828 shares of Common Stock of the Issuer outstanding as of May 11, 2026, as reported in the Issuer's Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,185,965.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,185,965.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,185,965.00
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)
3.11 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The shares reported in rows 6 and 8 above represent 2,185,965 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 70,261,828 shares of Common Stock of the Issuer outstanding as of May 11, 2026, as reported in the Issuer's Form 10-Q
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,185,965.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,185,965.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,185,965.00
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)
3.11 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The shares reported in rows 6 and 8 above represent 2,185,965 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 70,261,828 shares of Common Stock of the Issuer outstanding as of May 11, 2026, as reported in the Issuer's Form 10-Q
SCHEDULE 13G
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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the date of this filing GSR Growth Investments, LP, GSR Growth Investments GP Ltd., GSR Strategies LLC, GSR USA Intermediate LLC, CNC Inversiones Ltd., Carlos Cristian Gil, and Nadia Gil have ceased to be the beneficial owner of 5% or more of the shares of the Issuer's Common Stock. Accordingly, this Amendment No. 3 constitutes an exit filing for these entities.
GSR Growth Investments LP: 705,882
GSR Growth Investments GP Ltd: 705,882
GSR Strategies LLC: 54,824
GSR USA Intermediate LLC: 54,824
CNC Inversiones Ltd: 2,185,965
Carlos Cristian Gil: 2,185,965
Nadia Gil: 2,185,965
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
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.
GSR Growth Investments LP
Signature:
/s/ Adrian Elliott
Name/Title:
Adrian Elliott, as Authorised Signatory of GSR Growth Investments GP Ltd.
Date:
07/24/2026
GSR Growth Investments GP Ltd.
Signature:
/s/ Adrian Elliott
Name/Title:
Adrian Elliott, as Authorised Signatory of GSR Growth Investments GP Ltd.
Date:
07/24/2026
GSR Strategies LLC
Signature:
/s/ Joshua Riezman
Name/Title:
Joshua Riezman, as Authorized Person of GSR Strategies LLC
Date:
07/24/2026
GSR USA Intermediate LLC
Signature:
/s/ Joshua Riezman
Name/Title:
Joshua Riezman, as Manager of GSR USA Intermediate LLC
Date:
07/24/2026
CNC Inversiones Ltd.
Signature:
/s/ Carlos Cristian Gil
Name/Title:
Carlos Cristian Gil, as Director of CNC Inversiones Ltd.
