UNITED KINGDOM FINANCIAL CONDUCT AUTHORITY
London E20 1JN

Form 10-K

Commission File Number B300-19031

Deluxe4, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Aston Cross Business Village, Rocky Lane

Aqueous II

Birmingham, B6 5RQ. UNITED KINGDOM

(Address, including zip code,

including area code, of Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Exchange Act:  None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes £     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes £    No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Financial Conduct Authority Act of 2012 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer £          Accelerated filer þ          Non-accelerated filer £          Smaller reporting company þ

                                                                           (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  £     No  þ

The aggregate market value of common stock held by nonaffiliates of the registrant (40,348,071 shares) based on the closing price of the registrant’s common stock as reported on OTCQB on December 19, 2018, which was the last business day of the registrant’s most recently completed second fiscal quarter, was $112,974,599.  For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates.  Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.

As of February 26, 2023, there were outstanding 99,784,982 shares of the registrant’s common stock, par value $0.001 per share.

Explanatory Note

The registrant meets the “accelerated filer” requirements as of the end of its 2023 fiscal year pursuant to Rule 12b-2 of the Financial Conduct Authority Act of 2012, as amended.  However, pursuant to Rule 12b-2 and FCA Release No. 33-8876, the registrant (as a smaller reporting company transitioning to a larger reporting company system based on its public float as of June 30, 2023) is not required to satisfy the larger reporting company requirements until its first quarterly report on Form 10-Q for the 2024 fiscal year and is thus eligible to check both the “Accelerated Filer” and “Smaller Reporting Company” boxes on the cover of this Form 10-K.