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

Rhea-AI Filing Summary

U.S. GOLD CORP. ownership disclosure shows a joint filing by AIMS Asset Management Sdn. Bhd. and Seraya Investment Pte. Ltd. reporting beneficial ownership on behalf of Phoenix Gold Fund Ltd. The fund holds 791,807 common shares, representing 5.5% of the 14,348,045 shares outstanding used for the calculation. The position includes 249,929 shares attributable to warrants that are exercisable within 60 days, and those shares are included in the reported total.

The filing classifies both filers as fund management entities organized in Malaysia and Singapore, and states sole voting and dispositive power over the reported shares. The statement affirms regulatory comparability of the foreign fund managers with U.S. institutions and commits to furnish additional information to SEC staff upon request.

Positive

• Material stake disclosed: 791,807 shares representing 5.5% of outstanding shares
• Warrants included: 249,929 shares are exercisable within 60 days, increasing potential ownership
• Clear voting control: Sole voting and dispositive power reported over the full position

Negative

• Crossed 5% threshold: Ownership at 5.5% may attract investor and regulatory attention
• Concentration risk: A single fund holds a significant block relative to the share base of 14,348,045 shares

Insights

Institutional Ownership Analyst

Fund reached a noticeable 5.5% stake via shares plus exercisable warrants.

The disclosed 791,807 shares (inclusive of 249,929 warrant-linked shares) indicate a material passive position for a single institutional fund relative to a 14,348,045 share base. The combined sole voting and dispositive power implies the fund controls trading and voting decisions for the full position.

Key dependencies include whether the warrants are exercised within 60 days and any subsequent purchases or disposals; such events will change the percent ownership and potential reporting obligations in the near term.

Regulatory/Compliance Analyst

Filing follows Schedule 13G mechanics and affirms non-U.S. fund-manager equivalence to U.S. institutions.

The joint Schedule 13G classification signals a passive intent under the applicable rule, with both managers certifying that their foreign regulatory frameworks are substantially comparable to U.S. regimes. The certification also commits them to provide further Schedule 13D-level information to staff if requested.

Investors should note the regulatory consequence: crossing the 5% threshold requires public disclosure and could trigger closer monitoring; any change in intent or active acquisition would necessitate a different filing status.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)

U.S. GOLD CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

90291C201

(CUSIP Number)

09/30/2025

(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 791,807.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 791,807.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

791,807.00

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)

5.5 %

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 249,929 common shares beneficially owned through the ownership of warrants. All 249,929 warrants are exercisable within 60 days. The percentage is calculated based on 14,348,045 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 791,807.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 791,807.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

791,807.00

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)

5.5 %

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 249,929 common shares beneficially owned through the ownership of warrants. All 249,929 warrants are exercisable within 60 days. The percentage is calculated based on 14,348,045 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: 791,807
(b)	Percent of class: 5.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 791,807
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 791,807
	(iv) Shared power to dispose or to direct the disposition of: 0
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:	10/07/2025

Seraya Investment Pte. Ltd.

Signature:	Eileen Sim
Name/Title:	Authorised Signatory
Date:	10/07/2025

FAQ

What stake does Phoenix Gold Fund hold in U.S. GOLD CORP (USAU)?

The fund holds 791,807 common shares, representing 5.5% of the reported 14,348,045 shares outstanding used for the calculation.

Are any warrants included in the reported USAU position?

Yes; 249,929 common shares are attributable to warrants and are stated as exercisable within 60 days.

Who filed the Schedule 13G/A for USAU?

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

Does the filing indicate active control or passive ownership for USAU?

The Schedule 13G classification and the statement language indicate a passive reporting posture rather than an active acquisition intent.

What voting and disposition rights are reported for the USAU shares?

Both filers report sole voting power and sole dispositive power over the 791,807 shares.