[SCHEDULE 13G] Upexi, Inc. SEC Filing

Rhea-AI Filing Summary

Key take-away: A group of Attestor-related entities and their principal, Jan-Christoph Peters, have filed a Schedule 13G disclosing passive ownership of Upexi, Inc. (ticker UPXI) common stock.

• Reporting persons: Attestor Value Master Fund LP, Attestor Value Fund GP Ltd, Attestor Capital Ltd, Attestor Ltd and Mr. Peters (together, the “Reporting Persons”).
• Shares owned: 3,419,461 shares of UPXI common stock.
• Ownership percentage: 9.0 % of the outstanding class.
• Voting & dispositive power: 0 shares held with sole power; 3,419,461 shares held with shared voting and dispositive power.
• Date triggering filing: 23 June 2025; filing signed: 11 July 2025.
• Jurisdictions: Operating entities organised in the Cayman Islands; investment-management entity and Mr. Peters domiciled in the United Kingdom.
• Filing basis: Schedule 13G (passive investment); certification states the stake was acquired in the ordinary course and not to influence control.

The filing establishes that the Attestor group is now a 5 %-plus shareholder in Upexi, giving it disclosure obligations under Section 13 of the Exchange Act. No additional financial results, purchase prices or strategic intentions are provided.

Insights

Securities Analyst

TL;DR 3.42 M-share, 9 % stake by Attestor signals material institutional presence but no control agenda disclosed.

The Schedule 13G confirms Attestor’s passive holding exceeding the 5 % threshold, making it one of Upexi’s larger shareholders. All voting and dispositive authority is shared across the Attestor entities, with no sole power, suggesting co-ordinated management of the position. Because the filing is on Form 13G—not 13D—the group certifies the investment is not intended to influence control, reducing the likelihood of imminent activist activity. Nonetheless, a 9 % block can affect liquidity dynamics and future voting outcomes, especially for a micro-cap such as Upexi. From a market-impact standpoint, the disclosure is moderately positive: increased institutional ownership often broadens the shareholder base and may improve perceptions of governance quality.

Corporate Governance Expert

TL;DR Attestor’s passive 9 % holding enhances oversight potential while maintaining management autonomy.

Attestor’s move to file under Rule 13d-1(b) as an investment adviser underscores a passive stance toward governance. Yet, a 9 % position equips the group with meaningful influence in shareholder votes. The certification explicitly disavows any intent to change or influence control, aligning with good-faith passive ownership norms. The presence of a U.K.-regulated investment manager and Cayman-based fund structures meets U.S. disclosure standards, adding transparency for other investors. The filing has impactful informational value because it identifies a significant beneficial owner but carries no negative governance implications at this stage.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

UPEXI, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

39959A205

(CUSIP Number)

06/23/2025

(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

ATTESTOR VALUE MASTER FUND 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,419,461.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,419,461.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,419,461.00

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)

9.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 39959A205

1

Names of Reporting Persons

ATTESTOR VALUE FUND 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,419,461.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,419,461.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,419,461.00

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)

9.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 39959A205

1

Names of Reporting Persons

ATTESTOR CAPITAL 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,419,461.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,419,461.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,419,461.00

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)

9.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 39959A205

1

Names of Reporting Persons

ATTESTOR 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 3,419,461.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,419,461.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,419,461.00

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)

9.0 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 39959A205

1

Names of Reporting Persons

PETERS JAN-CHRISTOPH

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 3,419,461.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,419,461.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,419,461.00

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)

9.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: UPEXI, INC.
(b)	Address of issuer's principal executive offices: 3030 N. Rocky Point Drive, Suite 420 Tampa, FL 33607
Item 2.
(a)	Name of person filing: This statement is filed by (1) Attestor Value Master Fund LP, a Cayman Islands exempted limited partnership ("Attestor"), as a result of its direct ownership of the Shares reported herein, (2) Attestor Value Fund GP Limited, a Cayman Islands exempted private limited company ("Attestor GP"), as the sole general partner of Attestor, (3) Attestor Capital Limited, a Cayman Islands exempted private limited company ("Attestor Capital"), as procurement manager to Attestor, (4) Attestor Limited, a private limited company registered in England and Wales (with company number 12080120) ("Attestor Limited"), as the investment manager to Attestor, and (5) Mr. Jan-Christoph Peters, as the sole director and sole indirect shareholder of Attestor Limited. Attestor, Attestor GP, Attestor Capital, Attestor Limited and Mr. Peters are collectively referred to as the "Reporting Persons."
(b)	Address or principal business office or, if none, residence: The principal business office of Attestor, Attestor GP and Attestor Capital is c/o Attestor Value Fund GP Limited, Ugland House, PO Box 309, Grand Cayman KY1-1104, Cayman Islands. The principal business office of Attestor Limited and Mr. Peters is 7 Seymour Street, London W1H 7JW, United Kingdom.
(c)	Citizenship: See Item 4 of each cover page.
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(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).
	investment adviser
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 of each cover page.
(b)	Percent of class: See Item 11 of each cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of each cover page.
	(ii) Shared power to vote or to direct the vote: See Item 6 of each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.
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
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 acquired and are held in the ordinary course of business and 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. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment advisers is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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.

ATTESTOR VALUE MASTER FUND LP

Signature:	/s/ Jan-Christoph Peters
Name/Title:	Jan-Christoph Peters, Authorised Attorney
Date:	07/11/2025

ATTESTOR VALUE FUND GP LTD

Signature:	/s/ Jan-Christoph Peters
Name/Title:	Jan-Christoph Peters, Director
Date:	07/11/2025

ATTESTOR CAPITAL LTD

Signature:	/s/ Jan-Christoph Peters
Name/Title:	Jan-Christoph Peters, Director
Date:	07/11/2025

ATTESTOR Ltd

Signature:	/s/ Jan-Christoph Peters
Name/Title:	Jan-Christoph Peters, Authorised Attorney
Date:	07/11/2025

PETERS JAN-CHRISTOPH

Signature:	/s/ Jan-Christoph Peters
Name/Title:	Jan-Christoph Peters
Date:	07/11/2025

Exhibit Information

99.1 Joint Filing Agreement

FAQ

How many Upexi (UPXI) shares does Attestor own?

The Schedule 13G reports 3,419,461 common shares held by the Attestor group.

What percentage of Upexi’s outstanding stock does this represent?

The filing states the stake equals 9.0 % of the outstanding class.

Is Attestor’s position passive or activist?

Filed on Schedule 13G, the group certifies the shares are held in the ordinary course and not to influence control.

When did the ownership threshold triggering the filing occur?

The event date requiring the filing is 23 June 2025.

Who signed the Schedule 13G on behalf of the reporting persons?

All signatures were provided by Jan-Christoph Peters on 11 July 2025.