[SCHEDULE 13G] Upexi, Inc. SEC Filing

Rhea-AI Filing Summary

On 22 Jul 2025 MMCAP International Inc. SPC and its affiliate MM Asset Management Inc. filed a Schedule 13G revealing a sizeable holding in Upexi, Inc. (UPXI).

• Beneficial ownership: 12,941,176 common shares, representing 9.99 % of the outstanding class.
• Power: 0 shares sole voting/dispositive; full power is held jointly over all reported shares.
• Origin of stake: senior convertible notes that can be exchanged for common stock, subject to a 9.99 % conversion cap.
• Trigger date: 16 Jul 2025.

The disclosure indicates meaningful institutional interest while flagging potential dilution should conversion limits change.

Positive

• Institutional investors MMCAP and MM Asset Management disclosed a joint 9.99 % stake in UPXI, signalling external confidence and possible strategic engagement.

Negative

• The position originates from senior convertible notes, introducing potential future dilution if conversion restrictions are lifted or notes are transferred.

Insights

Securities Analyst

TL;DR: Nearly 10 % stake via convertible notes shows confidence in UPXI but embeds future dilution risk; impact moderately positive.

The 13G filing identifies MMCAP International and MM Asset Management as joint holders of 12.94 M shares, hitting the 9.99 % threshold where reporting is required. Unlike open-market purchases, the position stems from senior convertible notes, signalling both capital provision and strategic flexibility. Shared voting/dispositive power suggests coordinated control, but the zero sole power limits unilateral action. While the cap restricts ownership at present, any waiver or transfer could expand the float, potentially pressuring prices. Overall, institutional participation is a vote of confidence for this micro-cap, yet investors should monitor conversion terms and note maturities to gauge dilution timing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

UPEXI, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

39959A205

(CUSIP Number)

07/16/2025

(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

MMCAP International Inc. SPC

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 12,941,176.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,941,176.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,941,176.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: The reporting person purchased senior convertible notes, convertible into shares of common stock of the Issuer. The convertible notes may not be converted if, after giving effect to such conversion, the reporting person would own in excess of 9.99% of the issued and oustanding common shares of the Issuer.

SCHEDULE 13G

CUSIP No. 39959A205

1

Names of Reporting Persons

MM Asset Management Inc.

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

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,941,176.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,941,176.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,941,176.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: The reporting person purchased senior convertible notes, convertible into shares of common stock of the Issuer. The convertible notes may not be converted if, after giving effect to such conversion, the reporting person would own in excess of 9.99% of the issued and oustanding common shares of the Issuer.

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, Florida, 33607
Item 2.
(a)	Name of person filing: i) MMCAP International Inc. SPC ii) MM Asset Management Inc.
(b)	Address or principal business office or, if none, residence: i) c/o Mourant Governance Services (Cayman) Limited 94 Solaris Avenue Camana Bay, P. O. Box 1348 Grand Cayman, KY1-1108 Cayman Islands ii) 161 Bay Street TD Canada Trust Tower, Suite 2240 Toronto, Ontario M5J 2S1 Canada
(c)	Citizenship: i) Cayman Islands ii) Ontario Canada
(d)	Title of class of securities: Common Stock
(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: 12,941,176
(b)	Percent of class: 9.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 12,941,176
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 12,941,176
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 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.

MMCAP International Inc. SPC

Signature:	/s/ Ulla Vestergaard
Name/Title:	MMCAP International Inc. SPC
Date:	07/22/2025

MM Asset Management Inc.

Signature:	/s/ Hillel Meltz
Name/Title:	MM Asset Management Inc.
Date:	07/22/2025

Exhibit Information

Exhibit 1.01 - Joint Filing Agreement

FAQ

Who filed the Schedule 13G on Upexi (UPXI)?

The filing was made jointly by MMCAP International Inc. SPC and MM Asset Management Inc..

How many Upexi shares do the filers beneficially own?

They report ownership of 12,941,176 common shares.

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

The stake equals 9.99 % of the class.

How was the stake acquired?

Through senior convertible notes that can be exchanged for common stock up to the 9.99 % cap.

Do the reporting persons have sole voting power?

No. They have 0 sole and 12,941,176 shared voting and dispositive power.

When did the ownership threshold event occur?

The triggering date was 16 Jul 2025.