UPAY, Inc. (the "Company") was incorporated in the State of Nevada on July 8, 2015 by a Share Exchange Agreement dated November 4, 2015, the Company agreed to acquire all of the issued and outstanding shares of Rent Pay (Pty) Ltd ("Rent Pay"), in exchange for 200,000 shares of the Company's common stock. The acquisition was a capital transaction in substance and therefore was accounted for as a recapitalization. Rent Pay was incorporated in South Africa on February 1, 2012. Because Rent Pay was deemed to be the acquirer for accounting purposes, the consolidated financial statements are presented as a continuation of Rent Pay and include the results of operations of Rent Pay since incorporation on February 1, 2012, and the results of operations of the Company since the date of acquisition on November 4, 2015. On March 2, 2022, the Company acquired a controlling interest in Miway Finance Inc. ("Miway"), which was determined to be a transaction between entities under common control. On May 30, 2023, the Company incorporated a wholly-owned subsidiary, taking a 51% controlling interest in Huntpal LLC ("Huntpal"). On June 13, 2024, the Company acquired the remaining non-controlling interest in Huntpal, increasing its ownership to 100%. On May 28, 2024, the Company acquired a controlling interest in AML Go (Pty) Ltd ("AML") which was incorporated on July 3, 2023. AML was determined to be an entity under common control, and the transaction was considered immaterial due to the nominal assets and liabilities at the time of acquisition. On March 30, 2026, the Company incorporated a wholly-owned subsidiary, Petra Software LLC ("Petra USA"). On May 21, 2026, the Company incorporated Petra Software (Pty) Ltd. ("Petra"), a subsidiary under Petra USA, taking an initial controlling interest of 84%. On June 17, 2026, Petra acquired 100% interest in Acheron Systems (Pty) Ltd. ("Acheron"), which was determined to be a related party transaction and was accounted for as a business combination. As a result of the acquisition, Petra USA's interest in Petra decreased to 57%.