U.S. Gold Corp. is the issuer of common stock covered by this amended Schedule 13G filing. A group of institutional and related investors, including Philadelphia Financial Management of San Francisco, LLC, Boathouse Row I, L.P., Boathouse Row II, L.P., Boathouse Row Offshore, Ltd., Jordan Hymowitz, and the Hymowitz 1999 Trust (together, the Reporting Persons), report beneficial ownership of 1,313,482 shares of U.S. Gold Corp. common stock.
This holding represents 7.95% of the outstanding common stock, based on 16,526,163 shares outstanding as described in U.S. Gold Corp.’s Form 10-K filed on July 29, 2026. The Reporting Persons have shared voting and dispositive power over all 1,313,482 shares and no sole voting or dispositive power. Philadelphia Financial Management of San Francisco, LLC acts as investment adviser and general partner for the Boathouse Row entities and investment manager for Boathouse Row Offshore, while Jordan Hymowitz is the managing member and sole owner of that adviser.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:1,313,482 sharesOwnership percentage:7.95%Shares outstanding baseline:16,526,163 shares+3 more
6 metrics
Shares beneficially owned1,313,482 sharesCommon stock of U.S. Gold Corp. reported as beneficially owned by the group
Ownership percentage7.95%Portion of U.S. Gold Corp. common stock class held by the reporting persons
Shares outstanding baseline16,526,163 sharesU.S. Gold Corp. common shares outstanding per Form 10-K filed July 29, 2026
Shared voting power1,313,482 sharesShares over which the reporting persons share voting power
Sole voting power0 sharesShares over which the reporting persons have sole voting power
Shared dispositive power1,313,482 sharesShares over which the reporting persons share dispositive power
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"Shared Voting Power 1,313,482.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"Shared Dispositive Power 1,313,482.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Reporting Personregulatory
"Each of the foregoing is referred to as a "Reporting Person""
Schedule 13Gregulatory
"Ownership of more than 5 Percent on Behalf of Another Person."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
What percentage of U.S. Gold Corp. (USAU) does the reporting group hold?
The reporting group holds 7.95% of U.S. Gold Corp.’s common stock, based on 16,526,163 shares outstanding as referenced in the company’s Form 10-K filed on July 29, 2026.
How many U.S. Gold Corp. (USAU) shares are beneficially owned by the reporting group?
The reporting persons beneficially own 1,313,482 shares of U.S. Gold Corp. common stock, with shared voting and dispositive power over all of those shares and no sole voting or dispositive power.
Who are the reporting persons in this U.S. Gold Corp. (USAU) Schedule 13G/A?
The filing is on behalf of Philadelphia Financial Management of San Francisco, LLC, Boathouse Row I, L.P., Boathouse Row II, L.P., Boathouse Row Offshore, Ltd., Jordan Hymowitz, and the Hymowitz 1999 Trust as a group.
What role does Philadelphia Financial Management play in the U.S. Gold Corp. (USAU) ownership?
Philadelphia Financial Management of San Francisco, LLC is the investment adviser to Boathouse Row Offshore and general partner of Boathouse Row I and II, retaining voting and dispositive power over the U.S. Gold Corp. shares owned by these entities.
How was the 7.95% ownership of U.S. Gold Corp. (USAU) calculated?
The 7.95% ownership is calculated using 16,526,163 U.S. Gold Corp. common shares outstanding, as described in the company’s Form 10-K filed on July 29, 2026, with 1,313,482 shares reported as beneficially owned.
Does the reporting group have sole or shared voting power over U.S. Gold Corp. (USAU) shares?
The reporting group has 0 shares with sole voting power and 1,313,482 shares with shared voting power. They likewise have shared dispositive power over 1,313,482 shares and no sole dispositive power.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
U.S. Gold Corp.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
90291C201
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
90291C201
1
Names of Reporting Persons
Philadelphia Financial Management of San Francisco, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,313,482.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,313,482.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,313,482.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.95 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: The percentage is based off 16,526,163 shares of Common Stock outstanding as described in the Issuers Form 10-K filed on July 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
90291C201
1
Names of Reporting Persons
Boathouse Row I, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,313,482.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,313,482.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,313,482.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.95 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage is based off 16,526,163 shares of Common Stock outstanding as described in the Issuers Form 10-K filed on July 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
90291C201
1
Names of Reporting Persons
Boathouse Row II, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,313,482.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,313,482.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,313,482.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.95 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentage is based off 16,526,163 shares of Common Stock outstanding as described in the Issuers Form 10-K filed on July 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
90291C201
1
Names of Reporting Persons
Boathouse Row Offshore, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,313,482.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,313,482.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,313,482.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.95 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage is based off 16,526,163 shares of Common Stock outstanding as described in the Issuers Form 10-K filed on July 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
90291C201
1
Names of Reporting Persons
Jordan Hymowitz
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,313,482.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,313,482.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,313,482.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.95 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The percentage is based off 16,526,163 shares of Common Stock outstanding as described in the Issuers Form 10-K filed on July 29, 2026.
SCHEDULE 13G
CUSIP Number(s):
90291C201
1
Names of Reporting Persons
Hymowitz 1999 Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,313,482.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,313,482.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,313,482.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.95 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage is based off 16,526,163 shares of Common Stock outstanding as described in the Issuers Form 10-K filed on July 29, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
U.S. Gold Corp.
(b)
Address of issuer's principal executive offices:
1910 E. Idaho Steet, Suite 102-Box 604, Elko, NV, 89801
Item 2.
(a)
Name of person filing:
This Schedule 13G is filed on behalf of each of the following persons:
Philadelphia Financial Management of San Francisco, LLC
Boathouse Row I, L.P.
Boathouse Row II, L.P.
Boathouse Row Offshore, Ltd.
Jordan Hymowitz
Hymowitz 1999 Trust
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
This Schedule 13G relates to the shares of common stock of the Issuer (the "Shares") held for the accounts of Philadelphia Financial Management of San Francisco, LLC ("PFM"), Boathouse Row I, L.P. ("BRI"), Boathouse Row II, L.P. ("BRII"), Boathouse Row Offshore, Ltd. ("BRO"). Philadelphia Financial Management of San Francisco, LLC ("PFM") is the investment adviser of BRO and the general partner of BRI and BRII and therefore retains voting control and dispositive power of the shares owned by each. Jordan Hymowitz is the Managing Member and sole owner of PFM.
(b)
Address or principal business office or, if none, residence:
The principal business office of each Reporting Person is:
c/o Philadelphia Financial Management of San Francisco, LLC
450 Sansome Street, Suite 1500
San Francisco, CA 94111
(c)
Citizenship:
Philadelphia Financial Management of San Francisco, LLC - California, United States
Boathouse Row I, L.P. - Delaware, United States
Boathouse Row II, L.P. - Delaware, United States
Boathouse Row Offshore, Ltd. - Cayman Islands
Jordan Hymowitz - California, United States
Hymowitz 1999 Trust- California, United States
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP No.:
90291C201
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1,313,482
(b)
Percent of class:
7.95 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,313,482
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,313,482
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See disclosure in Items 2 and 4 hereof.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Items 2 and 4 hereof.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11..
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Philadelphia Financial Management of San Francisco, LLC
