[SCHEDULE 13G/A] U.S. GOLD CORP. SEC Filing

Rhea-AI Filing Summary

U.S. Gold Corp. Schedule 13G/A shows Thomas B. Akin and Karen Hochster together beneficially own 1,749,860 shares of common stock, representing 12.48% of the 14,026,030 shares outstanding reported in the company's Form 10-K. Mr. Akin directly holds 1,699,860 shares, which include 1,409,860 currently held plus rights to acquire 140,000 shares via warrants exercisable beginning October 19, 2024 and 150,000 shares via warrants exercisable beginning November 27, 2024. Ms. Hochster directly holds 50,000 shares. The filing states the positions were not acquired to change control of the issuer and discloses sole and shared voting and dispositive powers accordingly.

Positive

• Material disclosure of holdings: Combined stake of 12.48% provides transparency to the market
• Clear breakdown of voting and dispositive power: Identifies sole versus shared control
• Warrant detail disclosed: Exact warrant counts and exercise windows are specified

Negative

• Potential dilution: Akin's warrants total 290,000 shares which, if exercised, would increase outstanding shares held by reporting persons
• Concentrated ownership: One reporting person (Akin) holds the bulk of the position, creating potential single-holder influence

Insights

Financial Analyst

TL;DR: Akin and Hochster hold a material 12.48% stake, with Akin's position including warrants that could dilute or increase his economic exposure.

This 13G/A discloses a sizeable passive position in USAU that exceeds the 5% reporting threshold, making it material for investors and potential counterparties. The economic exposure is larger than the current held shares because Akin holds warrants exercisable for 290,000 additional shares in aggregate, which if exercised would increase his share count and potentially dilute other holders. The filing’s certification that the stake is not intended to change control suggests a passive investment profile rather than an activist or control-seeking intent.

Corporate Governance Expert

TL;DR: The disclosure is clear on voting and dispositive powers; the filing signals passive intent but warrants merit monitoring for governance impact.

The filing breaks out sole versus shared voting and dispositive powers, showing Akin exercises sole control over the majority of the reported position while Hochster holds a small direct stake. Because warrants vest exercise rights over multi-year windows, any future exercise could change the voting landscape modestly. The explicit certification that the holdings are not for changing control reduces immediate governance concern, but investors should note potential voting shifts if warrants are exercised.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

U.S. GOLD CORP.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

90291C201

(CUSIP Number)

09/15/2025

(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

AKIN THOMAS B

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 1,409,860.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,409,860.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,409,860.00

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)

10.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 90291C201

1

Names of Reporting Persons

Karen Hochster

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 50,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 50,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.36

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)

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: U.S. GOLD CORP.
(b)	Address of issuer's principal executive offices: SUITE 102 - BOX 604, 1910 E IDAHO STREET, ELKO, NEVADA, 89801.
Item 2.
(a)	Name of person filing: Thomas B. Akin Karen Hochster
(b)	Address or principal business office or, if none, residence: 100 Meadowcreek Dr. Suite 150 Corte Madera, CA 94925
(c)	Citizenship: USA
(d)	Title of class of securities: COMMON STOCK, $0.001 PAR VALUE PER SHARE
(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: Thomas B. Akin and Karen Hochster beneficially own 1,749,860 shares of Common Stock. Of such 1,749,860 shares of Common Stock, Karen Hochster directly beneficially owns 50,000 shares of Common Stock, Thomas B. Akin directly beneficially owns 1,699,860 shares of Common Stock, this includes (a) 1,409,860 of Common Stock held by the Reporting Person Thomas B. Akin (b) 140,000 shares of Common Stock that the Reporting Person Thomas B. Akin has the right to acquire on or after October 19, 2024 and prior to October 19, 2029, pursuant to the exercise of 140,000 Warrants and (c) 150,000 shares of Common Stock that Reporting Person Thomas B. Akin has the right to acquire on or after November 27, 2024 and prior to November 27, 2027 pursuant to the exercise of 150,000 Warrants.
(b)	Percent of class: 12.48% The percentage is based on 14,026,030 shares of Common Stock issued and outstanding as of July 28, 2025, as reported in form 10K filed with the Securities and Exchange Commission (the "Commission") on July 29, 2025
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,699,860
	(ii) Shared power to vote or to direct the vote: 50,000
	(iii) Sole power to dispose or to direct the disposition of: 1,699,860
	(iv) Shared power to dispose or to direct the disposition of: 50,000
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 securities referred to above 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.

AKIN THOMAS B

Signature:	Thomas B. Akin
Name/Title:	Thomas B. Akin
Date:	09/16/2025

Karen Hochster

Signature:	Karen Hochster
Name/Title:	Karen Hochster
Date:	09/16/2025

FAQ

How many shares of USAU does Thomas B. Akin beneficially own?

1,699,860 shares directly, including 1,409,860 currently held and rights to acquire 290,000 additional shares via warrants

What percent of USAU does the filing report?

12.48% of the 14,026,030 shares outstanding reported in the Form 10-K

Does the filing indicate an intent to change control of USAU?

No. The certification states the securities were not acquired to change or influence control of the issuer

What warrants are disclosed in the filing?

140,000 warrants exercisable on or after October 19, 2024 through October 19, 2029, and 150,000 warrants exercisable on or after November 27, 2024 through November 27, 2027

How many shares does Karen Hochster hold in USAU?

50,000 shares directly beneficially owned with sole voting and dispositive power