{"url_path":"/sec/usbc/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1074828/0001074828-26-000020-index.html","accession_number":"0001074828-26-000020","cik":"0001074828","ticker":"USBC","issuer_name":"USBC, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1074828/0001074828-26-000020-index.html","primary_entity_key":"0001074828","primary_entity_name":"USBC, Inc."},"word_count":988,"has_tables":true,"body_markdown":"usbc-20251231\n00010748282025FYFALSEiso4217:USDxbrli:shares00010748282025-10-012025-12-3100010748282025-06-3000010748282026-03-24\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nFORM 10-K/A\n\nAmendment No. 1\n\n(Mark One)\n\nANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the fiscal year ended:\n\nxTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the transition period from October 1, 2025 to December 31, 2025\n\nCommission File No. 001-37479\n\nUSBC, INC.\n\n(Exact name of registrant as specified in its charter)\n\nNevada\n\n90-0273142\n\n(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)\n\n300 E 2nd Street, 15th Floor, Reno, NV\n\n89501\n\n(Address of principal executive offices)(Zip Code)\n\n(775) 239-7673\n\n(Registrant’s telephone number, including area code)\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\nTitle of each classTrading Symbol(s)Name of each exchange on which registered\n\nCommon Stock, $0.001 par value per share\n\nUSBC\n\nNYSE American LLC\n\nSecurities registered pursuant to Section 12(g) of the Act: None.\n\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o     No x\n\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o     No x\n\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 x     No o\n\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x     No o\n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\nLarge accelerated fileroAccelerated filero\n\nNon-accelerated filerxSmaller reporting companyx\n\nEmerging growth companyo\n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o\n\nIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o\n\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o\n\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o\n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o     No x\n\nAs of June 30, 2025 (the last business day of our most recently completed second fiscal quarter), based upon the last reported trade on that date, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $14,110,017.\n\nAs of April 24, 2026, there were a total of 388,144,429 shares of the registrant’s common stock issued and outstanding.\n\nDOCUMENTS INCORPORATED BY REFERENCE\n\nNone.\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nUSBC, Inc.\n\nAmendment No. 1 to Form 10-K\n\nTransition Period Ended December 31, 2025\n\nTABLE OF CONTENTS\n\n[PART III](#i0abf1386159c406db09e02be74e4b6b3_97)\n\n[Item 10.](#i0abf1386159c406db09e02be74e4b6b3_100)\n\n[Directors, Executive Officers and Corporate Governance.](#i0abf1386159c406db09e02be74e4b6b3_100)\n\n[4](#i0abf1386159c406db09e02be74e4b6b3_100)\n\n[Item 11](#i0abf1386159c406db09e02be74e4b6b3_103).\n\n[Executive Compensation.](#i0abf1386159c406db09e02be74e4b6b3_103)\n\n[13](#i0abf1386159c406db09e02be74e4b6b3_103)\n\n[Item 12.](#i0abf1386159c406db09e02be74e4b6b3_106)\n\n[Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.](#i0abf1386159c406db09e02be74e4b6b3_106)\n\n[21](#i0abf1386159c406db09e02be74e4b6b3_106)\n\n[Item 13.](#i0abf1386159c406db09e02be74e4b6b3_596)\n\n[Certain Relationships and Related Transactions, and Director Independence.](#i0abf1386159c406db09e02be74e4b6b3_596)\n\n[22](#i0abf1386159c406db09e02be74e4b6b3_596)\n\n[Item 14.](#i0abf1386159c406db09e02be74e4b6b3_112)\n\n[Principal Accounting Fees and Services.](#i0abf1386159c406db09e02be74e4b6b3_112)\n\n[25](#i0abf1386159c406db09e02be74e4b6b3_112)\n\n[PART IV](#i0abf1386159c406db09e02be74e4b6b3_115)\n\n[Item 15.](#i0abf1386159c406db09e02be74e4b6b3_118)\n\n[Exhibit](#i0abf1386159c406db09e02be74e4b6b3_118)[s](#i0abf1386159c406db09e02be74e4b6b3_118)[and Financial Statement Schedules.](#i0abf1386159c406db09e02be74e4b6b3_118)\n\n[27](#i0abf1386159c406db09e02be74e4b6b3_118)\n\n[SIG](#i0abf1386159c406db09e02be74e4b6b3_184)[NATURES](#i0abf1386159c406db09e02be74e4b6b3_184)\n31\n\n2\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nExplanatory Paragraph\n\nOn March 25, 2026, USBC, Inc. (the \"Company\") filed its Transition Report on Form 10-K for the transition period from October 1, 2025 to December 31, 2025 (the “Original Transition Period Form 10-K”) with the Securities and Exchange Commission (the “SEC”). This Amendment No. 1 on Form 10-K (the “Amendment”) is being filed solely to amend and supplement the Original Transition Period Form 10-K by including the information required by Part III.\n\nWe are filing this Amendment to provide the information required in Part III of Form 10-K because we will not file a definitive proxy statement containing such information within 120 days after the end of the transition period covered by the Original Transition Period Form 10-K filed on March 25, 2026.\n\nExcept as expressly set forth in this Amendment, no other changes have been made to the Original Transition Period Form 10-K. This Amendment does not amend, update or otherwise change the financial statements or any other items or disclosures contained in the Original Transition Period Form 10-K, and it does not otherwise reflect events occurring after the filing date of the Original Transition Period Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Transition Period Form 10-K and with the Company’s other filings with the SEC made subsequent to the filing of the Original Transition Period Form 10-K.\n\nUnless the context otherwise requires, references in this Amendment to the “Company,” “USBC,” “we,” “us” and “our” refer to USBC, Inc.\n\n3\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nPART III"}