DALLAS, June 30, 2026 (GLOBE NEWSWIRE) -- UPAY Inc. ("UPAY" or the "Company") (OTCQB: UPYY), a technology-focused company with interests in fintech, compliance, software platforms and digital infrastructure, announces the completion of a restructuring transaction involving Petra Software (Pty) Ltd ("Petra SA"), Petra Software LLC ("Petra USA"), and Acheron Systems (Pty) Ltd ("Acheron").
UPAY established a software development and technology platform through Petra USA and Petra SA. Petra USA, a Florida limited liability company wholly owned by UPAY, holds a majority interest in Petra SA. Petra SA will serve as the dedicated South African software development and technology platform company, with Acheron becoming a wholly owned subsidiary of Petra SA. This structure positions the UPAY group to expand its software development capacity, technology architecture capabilities and international commercialization opportunities.
Petra USA holds a majority interest in Petra SA, while Wynand Jordaan will retain a minority interest of 32% in Petra SA. The structure also allows for participation by other shareholders and a future key employee incentive pool.
Acheron, founded by Wynand Jordaan and in operation since 2015, is a South African software development company with experience in software architecture, fintech development, technology systems and advanced software solutions. Through this transaction, Acheron's software development capabilities will be aligned with Petra USA, Petra SA and the broader UPAY ecosystem.
UPAY believes the transaction provides several potential benefits, including:
- expanded software development and architecture capacity in the US and South Africa;
- strengthened technology delivery capability for UPAY group projects;
- a platform for international software commercialization;
- continued involvement of Acheron founder Wynand Jordaan;
- a structure that allows for future key employee participation; and
- enhanced ability to develop and support fintech, compliance and related technology platforms.
Jaco Fölscher, Chief Executive Officer of UPAY Inc., commented:
"We are excited about the completion of this transaction. Acheron brings software engineering, architecture and technology delivery capability into the structure, while Petra SA gives us a focused platform through which we can scale development and commercialization opportunities. Importantly, Petra USA also gives us the ability to contract with and perform development work for US customers, creating a bridge between South African software engineering capability and the US market. This transaction is an important step in strengthening UPAY's technology foundation and positioning the group for future growth."
Wynand Jordaan, founder of Acheron Systems, commented:
"I am excited about the next phase for Acheron and the opportunity to work more closely with Petra USA and Petra SA. The structure creates a platform for international growth, while allowing us to continue focusing on software development, architecture and technology delivery."
The Company expects the Petra and Acheron structure to support UPAY's long-term strategy of building and owning technology platforms that serve the financial services, compliance, software and digital infrastructure sectors.
About UPAY Inc.
UPAY Inc. is a publicly traded company quoted on the OTCQB under the ticker symbol UPYY. The Company is focused on building and expanding technology-driven businesses, with interests in fintech infrastructure, software platforms, compliance solutions and related digital services.
About Petra Software (Pty) Ltd
Petra Software (Pty) Ltd is a South African software and technology company established to support software development, technology architecture, platform development and commercialization opportunities within the UPAY ecosystem and related markets.
About Acheron Systems (Pty) Ltd
Acheron Systems (Pty) Ltd is a South African software development company founded by Wynand Jordaan and has been in operation since 2015. Acheron has experience in software architecture, fintech development, systems design and technology delivery.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include statements regarding future growth, technology development, commercialization opportunities, strategic benefits, software development capacity, platform development, future employee incentives and the anticipated benefits of the transaction. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, among others, the Company's ability to complete and integrate the transaction and realize its anticipated benefits; its need for additional financing and the potential for dilution to shareholders; risks of conducting operations in South Africa, including currency, legal and regulatory risks; dependence on key personnel, including Wynand Jordaan; and the other risk factors described in the Company's filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov.
Forward-looking statements are not guarantees of future performance, and readers should not place undue reliance on them. UPAY undertakes no obligation to update or revise any forward-looking statements, except as required by law.
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