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Acquisition of Acheron Systems (Pty) Ltd. - Related Party
 6 Months Ended
Aug. 31, 2026
Business Combination [Abstract]  
Acquisition of Acheron Systems (Pty) Ltd. - Related Party
3.
Acquisition of Acheron Systems (Pty) Ltd. – Related Party
 
On June 17, 2026, Petra Software (Pty) Ltd. ("Petra"), a subsidiary under majority control of the Company, entered into a share-for-share exchange agreement with Acheron Systems (Pty) Ltd. ("Acheron") to acquire all the issued and outstanding shares of Acheron in exchange for 2,900,000 ordinary no-par-value shares of Petra (the "Transaction"). The Company accounted for the transaction as a business combination. The transaction was a related party transaction.
 
These interim consolidated financial statements include the accounts of Acheron since the date of acquisition and the historical accounts of the Company since inception.
 
Petra was incorporated for the sole purpose of acquiring Acheron. Prior to the acquisition, Petra had no operating activities and did not own any significant assets, intellectual property, patents, customer relationships, or other identifiable intangible assets. Consequently, management determined that the fair value of the equity interests issued by Petra was best evidenced by the fair value of Acheron acquired in the transaction.
 
Management performed a preliminary assessment of the identifiable assets acquired and liabilities assumed and concluded that the fair value of Acheron's equity interests approximated the fair value of its identifiable net assets as of the acquisition date. As a result, the preliminary fair value of the consideration transferred was determined to be equal to the preliminary fair value of the net assets acquired.
 
The preliminary purchase price allocation for the acquisition of Acheron is summarized as follows:
 
Preliminary acquisition consideration
 
 
Ordinary no-par-value shares of Petra
 
$
33,828
 
Total preliminary acquisition consideration
 
$
33,828
 
 
 
 
Fair value of net assets acquired
 
 
Cash and cash equivalents
 
$
3,754
 
Accounts receivable
 
 
20,188
 
Provisional tax paid
 
 
67
 
Property and equipment
 
 
29,440
 
Accounts payable and accrued liabilities
 
 
(4,093
)
Related party loan
 
 
(15,528
)
Total fair value of net assets acquired
 
$
33,828
 
 
 
 
Noncontrolling interest at acquisition
 
$
14,659
 
Company’s share in acquired net assets
 
 
19,169
 
Total fair value of net assets acquired
 
$
33,828
 
 
In accordance with the business combination method of accounting, the acquisition cost has been allocated to the identifiable underlying assets acquired and liabilities assumed, based upon their estimated fair value at the date of acquisition.
 
In accordance with ASC 805-30-30-2, the fair value of the ordinary no-par-value shares issued by Petra was determined using the fair value of Acheron's equity interests, which management concluded was more readily determinable than the fair value of the shares issued. Based on management's preliminary assessment, the fair value of the identifiable net assets acquired approximated the fair value of Acheron's equity interests at the acquisition date; therefore, the preliminary acquisition consideration was determined to be $33,828.
 
The purchase price allocation is preliminary and subject to refinement during the measurement period. The Company is continuing its assessment of the fair value of acquired assets and assumed liabilities, including customer relationships, developed technology, and other identifiable intangible assets that may exist. Any adjustments resulting from the completion of the purchase price allocation will be recognized in accordance with ASC 805.
Pro Forma Financial
Information
 
The following unaudited pro forma consolidated result of operations for the three and six month ended August 31, 2026 assuming the acquisition of Acheron Systems (Pty) Ltd. was completed on March 1, 2026:
 
 
 
Three Month Ended
August 31, 2026
 
 
 
 
Six Month Ended
August 31, 2026
 
 
Pro-forma total revenues
 
$
302,772
 
 
$
608,083
 
Pro-forma net income (loss) attributable to UPAY Inc.
 
$
(724,112
)
 
$
(847,421
)
 
The unaudited pro-forma consolidated results above are based on the historical financial statements of Acheron Systems (Pty) Ltd., UPAY Inc., Rent Pay (Pty) Ltd, Miway Finance Inc., Huntpal LLC, AML Go (Pty), Petra Software, Petra Software (Pty) Ltd. are not necessarily indicative of the results of operations that would have been achieved if the acquisition was completed at March 1, 2026, and are not indicative of the future of the combined company. The pro-forma results of operations also include the effects of the purchase accounting adjustments.