As filed with the U.S. Securities and Exchange Commission on September 15, 2025 Registration No. 333-288822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 5900 83-3378978 (I.R.S. Employer Identification Numbe ...

Group 1: Bitcoin Investment Motivations - Investors may hold bitcoin for various reasons, including long-term application opportunities or short-term price momentum [1][2] - Bitcoin's long-term value is supported by its capped supply of 21 million coins, creating potential scarcity similar to precious metals [2][3] Group 2: Bitcoin Supply Dynamics - The supply of bitcoin is further restricted by "halving" events, which occur approximately every four years and reduce mining rewards, thus limiting new bitcoin entering the market [3] Group 3: Investment Vehicles - The Calamos Bitcoin 90 Series Structured Alt Protection ETF (CBXY) offers a risk-averse approach to gain exposure to bitcoin's long-term value potential, especially amid market volatility [4][5] - CBXY employs a disciplined options strategy to capture bitcoin's price gains, with a current cap rate of 20.68% as of September 12, 2025, while limiting potential losses to no more than -10% [5] Group 4: Fund Performance and Strategy - CBXY provides a dual benefit by allowing strong upside access during bitcoin price rallies and significant principal preservation during downturns, encouraging long-term investor engagement [6] - The fund aims to track the positive price return of the CME CF Bitcoin Reference Rate while offering varying levels of capital protection against losses over a one-year outcome period [8]

Core Insights - Bitwise investment chief Matt Hougan predicts a significant rise for Solana, referring to it as "Solana season," driven by exchange-traded fund (ETF) flows and strong corporate treasury demand [1][4] - The recent surge in Bitcoin's price from $40,000 in January 2024 to over $115,000 is attributed to similar market conditions, which have also led to Ethereum's price tripling since April [1][2] Group 1: Market Dynamics - The formula for strong returns in the cryptocurrency market has been identified as a combination of ETP inflows and corporate treasury purchases, which has consistently yielded high returns over the past 18 months [2] - Corporate treasuries are actively accumulating Solana (SOL), with companies like DeFi Development Corp., Upexi, and Sharps Technology each acquiring nearly $500 million worth of SOL [5] Group 2: Future Projections - The SEC is expected to make decisions on several spot SOL ETF applications in October, with a 95% chance of approval according to Bloomberg Intelligence analysts [4] - A new Solana treasury company is set to be launched with commitments of $1.65 billion from firms including Galaxy Digital, Jump Crypto, and Multicoin Capital, led by Kyle Samani [5][6] Group 3: Influential Figures - Kyle Samani is positioned to become a key promoter for Solana, similar to how Michael Saylor has influenced Bitcoin and Tom Lee has impacted Ethereum [6][7] - Hougan emphasizes that while ETFs and corporate treasuries create demand channels, the underlying fundamentals are crucial for sustained investor interest [7]

Core Insights - The cryptocurrency landscape is transitioning from a speculative environment to one focused on utility and infrastructure as regulation and solidification of the market take precedence [1][3][6] Industry Trends - The shift in perception is evident as institutional investors are increasingly planning to allocate more to crypto, with 83% indicating intentions to increase their investments in 2025 [5][6] - Regulatory clarity is enhancing institutional confidence, particularly following the repeal of SAB 121, which previously hindered banks from custodying crypto assets [6][9] Investment Focus - There is a growing interest in stablecoins, tokenized funds, and exchange-traded products (ETPs), with 69% of institutional investors planning to invest in ETPs in 2025 [7] - The focus is shifting towards foundational platforms like Solana and Band Protocol, which are seen as essential components of decentralized systems, akin to cloud and cybersecurity in modern tech portfolios [4][6] Real-World Applications - Cryptocurrency is becoming a necessity for everyday transactions, especially in regions like Latin America where traditional currencies are unstable and banking access is limited [8] - The introduction of tools such as Crypto IRAs and ETFs is making it easier for new participants to enter the market, although the rapid development of the cryptocurrency space remains a consideration [9]

Group 1: Altvest Capital's Bitcoin Initiative - Altvest Capital plans to raise $210 million to establish a Bitcoin reserve treasury for its investors, following global trends set by companies like MicroStrategy and MetaPlanet [1][4] - The company aims to change its name to African Bitcoin Corp and position itself as a leader in Bitcoin investments across the continent [5][6] - CEO Warren Wheatley highlighted that traditional investment vehicles like pension funds cannot directly buy Bitcoin, but can gain exposure through Altvest's shares in a regulated manner [5] Group 2: Binance's Expansion in Africa - Binance has partnered with Zapper to enhance merchant payments in South Africa, allowing over 30,000 additional merchants to accept Binance Pay [2] - This partnership is part of Binance's strategy to expand its presence in the African market, which is crucial for its growth [2] Group 3: Luno Exchange's Tokenized Stocks - Luno Exchange has expanded its tokenized stock options to Nigeria, following a successful launch in South Africa [7] - The tokenized stocks include leading global companies like Tesla and Nvidia, addressing the need for easier investment access for individuals [8] - Luno Nigeria's CEO emphasized that this initiative allows people to invest in top global companies without the barriers of high costs and complex procedures [8]

Key Points XRP has gained over 770% in the past three years, but remains well below its all-time high. XRP ETFs and institutional adoption could provide long-term upside, but speculative profit-taking may pressure the price in the short term. Economic slowdowns, inflation, and market uncertainty have historically caused sharp XRP declines. 10 stocks we like better than XRP › Over the past three years, XRP (CRYPTO: XRP) has surged more than 770%, a rally that has left many cryptocurrency investors ...

Core Insights - Bitcoin briefly surpassed $116,000 following new US inflation data, which raised expectations for a Federal Reserve interest rate cut, positively impacting risk assets [1] - The overall cryptocurrency market increased by 1.5% to $4.1 trillion, with Ether rising 2.5% to $4,519 [1] - Recent economic data, including a decline in the producer price index and revisions to employment figures, have shifted market sentiment towards anticipating monetary easing [2][3] Economic Indicators - The producer price index showed a surprising decline of 0.1%, contrary to expectations of a 0.3% increase, indicating easing wholesale inflation [1] - Consumer price index figures confirmed a rise in headline inflation, but not enough to deter expectations for monetary easing [2] - The Bureau of Labor Statistics revised down employment data, erasing approximately 900,000 jobs, suggesting a weaker labor market than previously believed [3] Market Reactions - The combination of steady inflation and downward revisions in employment data is leading the Federal Reserve to consider rate cuts to support economic growth [4] - Risk assets, including Bitcoin and gold, rallied in anticipation of the Fed's actions, with investors positioning themselves ahead of potential monetary easing [5] - Weekly jobless claims rose to 263,000, reinforcing expectations for a September rate cut as markets balance inflation concerns with signs of slowing growth [6] Institutional Interest - On September 11, spot Bitcoin ETFs attracted $553 million in net inflows, marking the fourth consecutive day of gains, while Ethereum spot ETFs added $113 million [7] - Regardless of whether the Fed opts for a quarter- or half-point cut, Bitcoin continues to draw institutional capital, with its role in investment portfolios expanding [7]

Core Insights - Forward Industries has successfully closed a $1.65 billion private placement to establish the largest corporate treasury focused on Solana, marking a significant strategic shift for the company [1][2] - The financing round attracted a diverse mix of investment firms, with lead investors including Galaxy Digital, Jump Crypto, and Multicoin Capital, indicating strong institutional interest in the Solana ecosystem [2][4] - The company plans to use the proceeds primarily to purchase SOL for its balance sheet, adopting a strategy similar to MicroStrategy's Bitcoin treasury approach [3] Company Strategy - Forward Industries aims to leverage its Solana treasury through active management and innovative strategies, reflecting a commitment to maximizing on-chain returns [3] - The company's board has been restructured to align with its new focus, appointing Kyle Samani as Chairman and including representatives from Galaxy and Jump Crypto as board observers [4] Market Performance - The decision to focus on Solana is supported by the network's strong performance metrics, including nearly 9 billion transactions processed in Q2 2025 and over 7,500 new developers attracted in 2024 [5] - The strategic pivot has been positively received in the market, contributing to a trend of large institutional investments in the Solana ecosystem, as evidenced by a significant increase in Forward Industries' stock (FORD) during pre-market trading [6]

Core Insights - Solana has outperformed major cryptocurrencies, gaining 24% over the past month, with potential for significant year-end growth as indicated by Bitwise CIO Matt Hougan [1] - The recent trend in crypto investment includes strong inflows into exchange-traded products (ETPs) and corporate treasury purchases, which have historically driven returns [1] - Seven major asset managers, including Bitwise, Grayscale, Fidelity, and VanEck, have filed for spot Solana ETPs, with a ruling from the SEC expected by October 10 [2] Group 1: Investment Dynamics - Forward Industries raised $1.65 billion from prominent crypto investors to buy and stake SOL, aiming to turn Solana into a revenue-generating asset [3] - The market cap of Solana is $116 billion, significantly smaller than Bitcoin's $2.2 trillion and Ethereum's $519 billion, meaning smaller investments can have a larger impact on SOL's price [6] Group 2: Technical Advantages - Solana's architecture allows for faster transaction speeds, with an upcoming upgrade reducing transaction finality from 12 seconds to 150 milliseconds, while transaction fees remain under one cent [4] - Solana ranks third in stablecoin liquidity and fourth in tokenized assets, with asset volume increasing by 140% this year [5] Group 3: Market Perception - Kyle Samani, co-founder of Multicoin Capital, is a prominent advocate for Solana, likened to influential figures in Bitcoin and Ethereum, emphasizing the need for Solana to earn market attention [4][5] - Critics of Solana point to its more centralized structure compared to other blockchains, which may expose it to network failures, while supporters highlight its capability to handle high-volume use cases globally [5]

Core Insights - easyGroup is launching easyBitcoin.app, a mobile platform for buying and holding bitcoin, in response to rising confidence in cryptocurrency as bitcoin approaches record highs [1][2] - A survey indicates that 88% of U.S. respondents trust bitcoin for wealth growth over the next decade, with 39% considering it a top investment choice [2][3] Company Initiatives - easyBitcoin aims to simplify bitcoin investment with incentives such as a 1% welcome bonus on recurring purchases, 2% annual rewards for long-term holders, and 4.5% APY on USD balances paid in bitcoin, supported by $2.5 million in FDIC insurance [3] - The founder of easyGroup, Stelios Haji-Ioannou, emphasizes the goal of making bitcoin investment accessible to the general public by reducing transaction costs [3] Market Context - Bitcoin was trading around $112,650 at the time of the announcement, reflecting its status as the world's largest cryptocurrency [1] - The planned U.K. version of the app is expected to launch later this year, indicating easyGroup's intention to expand its offerings [4]