Upexi, Inc. Schedule 13G/A discloses that several related GSR entities and CNC Inversiones Ltd. hold material positions in the company’s common stock. GSR Growth Investments LP (and its GP) report beneficial ownership of 4,006,210 shares (7.22%), comprised of 2,306,059 shares held and 1,700,151 shares issuable upon exercise of pre-funded warrants. CNC Inversiones Ltd. (and related individuals) report 4,385,965 shares (7.54%) issuable upon exercise of pre-funded warrants. GSR Strategies LLC and GSR USA Intermediate LLC report 2,192,982 shares (3.92%) issuable upon exercise of warrants. All reporting persons state no sole voting or dispositive power and instead report shared voting and dispositive power over the disclosed shares. The reported percentages are calculated against a base of 53,792,462 outstanding shares plus the issuable shares referenced above. The filing includes a joint acquisition statement exhibit.
Positive
Material disclosure of significant positions: two reporting groups exceed the 5% disclosure threshold, providing transparency to the market
Warrant holdings identified explicitly: the filing quantifies shares issuable upon exercise, clarifying potential dilution and economic exposure
Certification of non-control intent: reporting persons state the securities were not acquired to change or influence control, reducing immediate governance uncertainty
Negative
Potential dilution: a meaningful portion of disclosed positions are shares issuable upon exercise of warrants or pre-funded warrants, which would increase share count if exercised
No sole voting or dispositive power: reporting persons report only shared authority, which may limit their ability to effect corporate change despite material economic stakes
Insights
TL;DR: Multiple related investors report material, mostly passive stakes totaling roughly 7% each for GSR and CNC, largely via exercisable warrants.
The filing shows economically meaningful positions: GSR Growth entities report 4,006,210 shares (7.22%) including pre-funded warrants, and CNC-related parties report 4,385,965 shares (7.54%) issuable upon exercise. The holdings are reported with shared voting and dispositive power and no sole control, and the filing includes a certification that the stakes were not acquired to change or influence control. From a capital-structure perspective, a material portion of these positions is held as warrant-based rights, which creates potential share issuance when exercised but does not, per this filing, reflect an intention to assume control.
TL;DR: Reported positions exceed 5% thresholds and are disclosed as shared power and warrant-based holdings, signaling investor interest but declared as non-control.
The disclosure meets materiality thresholds for investor monitoring: two reporting groups exceed 7% of the class when includable warrant shares are counted. The reporting parties uniformly indicate no sole voting or dispositive authority, and Item 10 certifies the stakes are not held to effect control changes. Governance implications are therefore limited in this filing: these are notable ownership stakes for transparency, but the filing does not assert activist intent or control arrangements.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
UPEXI, INC.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
39959A205
(CUSIP Number)
06/30/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,006,210.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,006,210.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,006,210.00
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)
7.22 %
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) 2,306,059 shares of the Issuer's Common Stock, par value $0.001 (the "Common Stock") of Upexi, Inc. (the "Issuer") held by the Reporting Person; and (ii) 1,700,151 shares of the Issuer's Common Stock issuable upon exercise of pre-funded warrants held by GSR Growth Investments LP.
The percentage in row 11 above is based on (i) 53,792,462 shares of Common Stock of the Issuer outstanding as of July 21, 2025, as reported in the Issuer's Prospectus filed with the SEC on July 21, 2025, plus (ii) 1,700,151 shares of the Issuer's Common Stock issuable upon exercise of pre-funded warrants held by the Reporting Person.
SCHEDULE 13G
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,006,210.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,006,210.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,006,210.00
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)
7.22 %
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) 2,306,059 shares of the Issuer's Common Stock, par value $0.001 (the "Common Stock") of Upexi, Inc. (the "Issuer") held by the Reporting Person; and (ii) 1,700,151 shares of the Issuer's Common Stock issuable upon exercise of pre-funded warrants held by GSR Growth Investments LP.
The percentage in row 11 above is based on (i) 53,792,462 shares of Common Stock of the Issuer outstanding as of July 21, 2025, as reported in the Issuer's Prospectus filed with the SEC on July 21, 2025 plus (ii) 1,700,151 shares of the Issuer's Common Stock issuable upon exercise of pre-funded warrants held by GSR Growth Investments LP.
SCHEDULE 13G
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,192,982.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,192,982.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,192,982.00
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)
3.92 %
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) 53,792,462 shares of Common Stock of the Issuer outstanding as of July 21, 2025, as reported in the Issuer's Prospectus filed with the SEC on July 21, 2025, plus (ii) 2,192,982 shares of the Issuer's Common Stock issuable upon exercise of warrants held by the Reporting Person.
SCHEDULE 13G
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,192,982.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,192,982.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,192,982.00
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)
3.92 %
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 Reporting Person is the member manager of GSR Strategies LLC.
The percentage in row 11 above is based on (i) 53,792,462 shares of Common Stock of the Issuer outstanding as of July 21, 2025, as reported in the Issuer's Prospectus filed with the SEC on July 21, 2025 plus, (ii) 2,192,982 shares of the Issuer's Common Stock issuable upon exercise of warrants held by GSR Strategies LLC.
SCHEDULE 13G
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,385,965.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,385,965.00
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)
7.54 %
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 pre-funded warrants held by the Reporting Person.
The percentage in row 11 above is based on (i) 53,792,462 shares of Common Stock of the Issuer outstanding as of July 21, 2025, as reported in the Issuer's Prospectus filed with the SEC on July 21, 2025, plus (ii) 4,385,965 shares of the Issuer's Common Stock issuable upon exercise of pre-funded warrants held by the Reporting Person.
SCHEDULE 13G
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,385,965.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,385,965.00
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)
7.54 %
12
Type of Reporting Person (See Instructions)
IN
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 pre-funded warrants held by CNC Inversiones Ltd. The Reporting Person is a Director of CNC Inversiones Ltd.
The percentage in row 11 above is based on (i) 53,792,462 shares of Common Stock of the Issuer outstanding as of July 21, 2025, as reported in the Issuer's Prospectus filed with the SEC on July 21, 2025, plus (ii) 4,385,965 shares of the Issuer's Common Stock issuable upon exercise of pre-funded warrants held by CNC Inversiones Ltd.
SCHEDULE 13G
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,385,965.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,385,965.00
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)
7.54 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The shares reported in rows 6 and 8 above represent shares of the Issuer's Common Stock Issuer issuable upon exercise of pre-funded warrants held by CNC Inversiones Ltd. The Reporting Person is a Director of CNC Inversiones Ltd.
The percentage in row 11 above is based on (i) 53,792,462 shares of Common Stock of the Issuer outstanding as of July 21, 2025, as reported in the Issuer's Prospectus filed with the SEC on July 21, 2025, plus (ii) 4,385,965 shares of the Issuer's Common Stock issuable upon exercise of pre-funded warrants held by CNC Inversiones Ltd.
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).
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/ James Contos
Name/Title:
James Contos, as Authorized Signer of GSR Growth Investments GP Ltd.
Date:
08/13/2025
GSR Growth Investments GP Ltd.
Signature:
/s/ James Contos
Name/Title:
James Contos, as Authorized Signer of GSR Growth Investments GP Ltd.
Date:
08/13/2025
GSR Strategies LLC
Signature:
/s/ Joshua Riezman
Name/Title:
Joshua Riezman, as Manager of GSR USA Intermediate LLC
Date:
08/13/2025
GSR USA Intermediate LLC
Signature:
/s/ Joshua Riezman
Name/Title:
Joshua Riezman, as Manager of GSR USA Intermediate LLC
Date:
08/13/2025
CNC Inversiones Ltd.
Signature:
/s/ Carlos Cristian Gil
Name/Title:
Carlos Cristian Gil, as Director
Date:
08/13/2025
Carlos Cristian Gil
Signature:
/s/ Carlos Cristian Gil
Name/Title:
Carlos Cristian Gil
Date:
08/13/2025
Nadia Gil
Signature:
/s/ Nadia Gil
Name/Title:
Nadia Gil
Date:
08/13/2025
Exhibit Information
Exhibit A - Joint Acquisition Statement Pursuant to Rule 13d-1(k)
How many UPXI shares does GSR Growth Investments LP report owning?
GSR Growth Investments LP reports beneficial ownership of 4,006,210 shares, representing 7.22% of the class when includable warrant shares are counted.
What stake does CNC Inversiones Ltd. report in UPXI?
CNC Inversiones Ltd. reports 4,385,965 shares issuable upon exercise of pre-funded warrants, representing 7.54% of the class on the filing’s stated basis.
Are the reported UPXI holdings exercisable or held as warrants?
Yes. Portions of the reported positions are issuable upon exercise of pre-funded warrants or warrants; for example, GSR Growth’s total includes 1,700,151 pre-funded-warrant shares.
Do the reporting persons claim control of UPXI?
No. Each reporting person states no sole voting or dispositive power and certifies the securities were not acquired to change or influence the issuer’s control.
What base share count is used to calculate the reported percentages for UPXI?
The percentages are calculated using 53,792,462 shares outstanding as the base plus the applicable issuable shares referenced in the filing.
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