[SCHEDULE 13G/A] U.S. Gold Corp. SEC Filing

Rhea-AI Filing Summary

Schedule 13G/A (Amendment No. 8) filing for U.S. Gold Corp. (“USAU”) reports that Malaysian fund manager AIMS Asset Management Sdn. Bhd. and Singapore-based Seraya Investment Pte. Ltd., acting jointly for their managed vehicle Phoenix Gold Fund Ltd., hold a beneficial stake of 891,807 common shares in USAU.

The position represents 6.4 % of the company’s 13,956,030 outstanding shares, moving or keeping the investors above the 5 % reporting threshold under Section 13(d) of the Exchange Act. The filing discloses:

• Sole voting power: 891,807 shares
• Sole dispositive power: 891,807 shares
• No shared voting or dispositive power
• 333,362 of the reported shares are underlying warrants that are exercisable within 60 days

The form classifies both AIMS and Seraya as foreign fund-management companies regulated in Malaysia and Singapore, respectively. No other persons are reported to have beneficial ownership, and no change-of-control intentions are indicated.

The certification section states that the foreign regulatory regimes are substantially comparable to U.S. requirements, fulfilling Rule 13d-1(b) conditions for qualified institutional investors. Signatures were provided by Compliance Officer/Authorised Signatory Eileen Sim on 3 Jul 2025.

For shareholders, the key takeaway is the continued presence of a specialized precious-metals fund with a mid-single-digit stake and warrant exposure that could incrementally increase the public float if exercised.

Positive

• Professional fund ownership: Phoenix Gold Fund, managed by licensed foreign advisers, holds 6.4 % of USAU, indicating continued institutional participation.
• Transparent disclosure: Sole voting and dispositive power clarifies that no complex group control structures exist.

Negative

• Dilution potential: 333,362 shares of the reported stake are warrants that, if exercised, will increase USAU’s share count and marginally dilute existing holders.

Insights

Securities Analyst

TL;DR – Foreign fund managers disclose 6.4 % USAU stake, including 333 k exercisable warrants; neutral-to-positive signal of institutional interest.

The filing confirms that Phoenix Gold Fund, managed by AIMS and co-managed by Seraya, controls 891,807 USAU shares. For a micro-cap miner, a 6 % holding by a specialist precious-metals fund suggests continued institutional support, which can improve liquidity and enhance market perception. However, the amendment provides no evidence of additional purchases or plans that might catalyze near-term price action. Roughly 37 % of the position (333,362 shares) consists of in-the-money warrants exercisable within 60 days, implying modest potential dilution but also additional capital if exercise is cash-settled. Given the limited size relative to total shares outstanding, the warrant component should not materially impact valuation.

Overall, the disclosure is informative but not transformative; it neither signals activist intentions nor introduces new strategic considerations.

Corporate Governance Expert

TL;DR – Stake crosses 5 % threshold, provides transparency; no control ambitions, governance impact minimal.

This Schedule 13G/A is filed under Rule 13d-1(b), indicating passive ownership by qualified institutional investors. The sole voting and dispositive power held by Phoenix Gold Fund consolidates decision-making and eliminates shared-control complexity. No coordination with other shareholders is disclosed, and the form contains standard certifications—there is no intent to influence board composition, strategy, or M&A. Accordingly, governance ramifications are limited to the typical minority-shareholder influence associated with a 6 % holding.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 8)

U.S. GOLD CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

90291C201

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 90291C201

1

Names of Reporting Persons

AIMS Asset Management Sdn Bhd

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

MALAYSIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 891,807.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 891,807.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

891,807.00

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)

6.4 %

12

Type of Reporting Person (See Instructions)

FI

Comment for Type of Reporting Person: (1) This Schedule if filed jointly by AIMS Asset Management Sdn. Bhd. ("AIMS") and Seraya Investment Pte. Ltd. ("Seraya") on behalf of their fund under management, Phoenix Gold Fund Ltd ("Phoenix"). The securities reported herein are beneficially owned by Phoenix. (2) Phoenix is a discretionary professional investment fund managed by AIMS and co-managed by Seraya. (3) The securities reported is inclusive of 333,362 common shares beneficially owned through the ownership of warrants. All 333,262 warrants are exercisable within 60 days. The percentage is calculated based on 13,956,030 shares outstanding as per the company's latest announcement.

SCHEDULE 13G

CUSIP No. 90291C201

1

Names of Reporting Persons

Seraya Investment Pte. 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

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 891,807.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 891,807.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

891,807.00

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)

6.4 %

12

Type of Reporting Person (See Instructions)

FI

Comment for Type of Reporting Person: (1) This Schedule if filed jointly by AIMS Asset Management Sdn. Bhd. ("AIMS") and Seraya Investment Pte. Ltd. ("Seraya") on behalf of their fund under management, Phoenix Gold Fund Ltd ("Phoenix"). The securities reported herein are beneficially owned by Phoenix. (2) Phoenix is a discretionary professional investment fund managed by AIMS and co-managed by Seraya. (3) The securities reported is inclusive of 333,362 common shares beneficially owned through the ownership of warrants. All 333,262 warrants are exercisable within 60 days. The percentage is calculated based on 13,956,030 shares outstanding as per the company's latest announcement.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: U.S. GOLD CORP.
(b)	Address of issuer's principal executive offices: SUITE 102 - BOX 604, SUITE 102 - BOX 604, ELKO, NEVADA, 89801
Item 2.
(a)	Name of person filing: (1) AIMS Asset Management Sdn. Bhd. (2) Seraya Investment Pte. Ltd.
(b)	Address or principal business office or, if none, residence: (1) Suite 10.3, West Wing, Rohas Tecnic, No. 9 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia (2) 7 Purvis Street, #03-01 188586, Singapore
(c)	Citizenship: (1) AIMS Asset Management Sdn. Bhd. is a private limited company formed under the laws of Malaysia. (2) Seraya Investment Pte. Ltd. is a private limited company formed under the laws of Singapore.
(d)	Title of class of securities: Common Stock
(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).
	(1) Fund Management Company licensed by the Securities Commission of Malaysia (2) Fund Management Company licensed by the Monetary Authority of Singapore
Item 4.	Ownership
(a)	Amount beneficially owned: 891,807
(b)	Percent of class: 6.4 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 891,807
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 891,807
	(iv) Shared power to dispose or to direct the disposition of:
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
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 foreign regulatory scheme applicable to fund management companies licensed in Malaysia and Singapore is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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.

AIMS Asset Management Sdn Bhd

Signature:	Eileen Sim
Name/Title:	Compliance Officer
Date:	07/03/2025

Seraya Investment Pte. Ltd.

Signature:	Eileen Sim
Name/Title:	Authorised Signatory
Date:	07/03/2025

FAQ

Who filed the Schedule 13G/A for USAU on 3 July 2025?

It was filed jointly by AIMS Asset Management Sdn. Bhd. (Malaysia) and Seraya Investment Pte. Ltd. (Singapore) on behalf of Phoenix Gold Fund Ltd.

How many U.S. Gold Corp. shares are beneficially owned by the reporting persons?

They report 891,807 common shares, including warrant-derived shares.

What percentage of USAU’s outstanding stock does 891,807 shares represent?

The position represents 6.4 % of the 13,956,030 shares outstanding.

Does the 6.4 % stake include warrants?

Yes. 333,362 shares of the total are underlying warrants exercisable within 60 days.

Do AIMS and Seraya share voting power over the USAU shares?

No. The filing states sole voting and dispositive power over all reported shares.

Are the reporting persons seeking control or board representation at USAU?

No such intentions are stated; the filing is passive under Rule 13d-1(b).