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USBC adds $3M Bitcoin-backed loan, debt at $21M

USBC, Inc. expanded its Bitcoin-backed credit facility to $21 million, with 479 BTC securing the debt and margin provisions tied to a 130% collateral coverage ratio.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

USBC, Inc. (USBC) reported entering a new direct financial obligation by drawing an additional fixed-rate borrowing of $3.0 million on September 11, 2026 under its Master Loan Agreement with Payward Interactive, Inc., increasing total principal outstanding under this Bitcoin-backed credit facility to $21.0 million.

The borrowing bears interest at 8.5% per annum and matures on September 11, 2027. It is secured solely by 479 Bitcoin held by an affiliate custodian, subject to margin and liquidation provisions. A decline of about 27.4% in the pledged Bitcoin value would have reduced collateral coverage to the 130% collateral call margin ratio as of September 14, 2026, and no collateral calls or liquidations had occurred by that date.

Positive

  • None.

Negative

  • Outstanding debt under the Bitcoin-backed facility increased to $21.0 million, secured solely by 479 Bitcoin, creating exposure to collateral calls if Bitcoin value falls about 27.4% to the 130% margin threshold.

Filing Explained

The $21.0 million debt obligation now outstanding under the facility sits alongside $2,982,232 of cash reported for the quarter ended June 30, 2026; that cash equaled 33.2 days of the latest quarter’s operating cash use.

Sources and calculations
  • Available liquidity against the last reported quarterly operating outflow, in days at that rate $2,982,232 / ($8,167,815 / 91) = 33.2 days
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Additional borrowing (Fifth Draw) $3.0 million Fixed-rate borrowing drawn on September 11, 2026
Total principal outstanding under MLA $21.0 million Aggregate principal outstanding after Fifth Draw
Maximum facility size under MLA $25.0 million Aggregate borrowing capacity for up to a twelve-month term
Interest rate 8.5% per annum Rate on borrowings outstanding under the MLA
Maturity date September 11, 2027 Maturity for amounts outstanding under the MLA
Bitcoin collateral 479 Bitcoin Pledged to secure borrowings under the MLA
Collateral value decline to margin call 27.4% Approximate decline that would reduce coverage to the margin threshold as of September 14, 2026
Collateral call margin ratio 130% Collateral coverage ratio that would trigger a collateral call under the MLA
Master Loan Agreement financial
"under its previously disclosed Master Loan Agreement with Payward Interactive, Inc."
A master loan agreement is a single contract that sets the standard terms and conditions for a series of loans or credit facilities between a borrower and one or more lenders, functioning like a template that governs each individual draw or advance. Investors care because it spells out interest rates, repayment schedules, collateral and default rules that directly affect a borrower’s ability to repay and therefore the credit risk and value of related debt or equity—similar to the rulebook for how loan arrangements will work.
collateral coverage ratio financial
"would have reduced the collateral coverage ratio as of September 14, 2026"
Collateral coverage ratio measures how much value of pledged assets (collateral) exists relative to the outstanding debt they secure, usually expressed as a multiple or percentage (collateral value ÷ loan amount). It matters to investors because it signals how protected a lender or creditor is if a borrower defaults — like seeing whether the house fully covers a mortgage — and influences credit risk, loan terms, margin calls and recovery prospects.
collateral call margin ratio financial
"to the 130% collateral call margin ratio under the MLA"
account control agreement financial
"subject to an account control agreement by and among the Lender, the Company"
tokenized deposit product offering financial
"the testing and progression of its tokenized deposit product offering"
Bitcoin-backed credit facility financial
"under its Bitcoin-backed credit facility"
A bitcoin-backed credit facility is a loan or line of credit where the borrower uses bitcoin as the pledged asset to get cash, much like pawning a valuable item instead of selling it. It matters to investors because the loan lets holders access liquidity without selling holdings, but ties the borrower’s financial health to bitcoin’s price swings — falling prices can force extra payments or trigger liquidation, increasing risk for lenders and shareholders.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new borrowing did USBC (USBC) incur under its Master Loan Agreement?
USBC drew an additional $3.0 million fixed-rate borrowing on September 11, 2026 under its Master Loan Agreement with Payward Interactive, Inc., increasing the aggregate principal amount outstanding under the facility to $21.0 million.

What are the key terms of USBC’s outstanding debt under the Bitcoin-backed facility?
The $21.0 million outstanding under the Master Loan Agreement bears interest at 8.5% per annum and matures on September 11, 2027, unless earlier terminated under the agreement’s terms.

What collateral secures USBC’s Master Loan Agreement borrowings?
Borrowings are secured solely by 479 Bitcoin held in custody by Payward Financial, Inc. for the benefit of the lender, subject to an account control agreement and customary collateral maintenance provisions, including specified margin requirements and liquidation rights.

When could USBC face a collateral call on its Bitcoin-backed credit facility?
A decline of approximately 27.4% in the value of the pledged Bitcoin, assuming no repayments or additional collateral, would have reduced collateral coverage as of September 14, 2026 to the 130% collateral call margin ratio under the Master Loan Agreement.

Have any collateral calls or liquidations occurred under USBC’s Master Loan Agreement?
No. As of September 14, 2026, USBC reported that no collateral calls, mandatory repayments, or liquidation events had occurred under the Master Loan Agreement.

What is the maximum borrowing capacity for USBC under the Master Loan Agreement?
The Master Loan Agreement permits borrowings of up to $25.0 million in aggregate principal amount for up to a twelve-month term, subject to execution of individual loan term sheets.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001074828FALSE00010748282026-09-112026-09-11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
 
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): September 11, 2026
 
USBC, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
001-37479
90-0273142
(State or other jurisdiction
of incorporation)		(Commission File Number)(IRS Employer
Identification No.)
 
300 E 2nd Street, 15th Floor, Reno, NV
89501
(Address of principal executive offices)(Zip Code)
 
775-239-7673
(Registrant's telephone number, including area code)
 
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001USBC
NYSE American LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐
 
If 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. ☐





Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

On September 11, 2026, USBC, Inc. (the “Company”) drew an additional fixed-rate borrowing of $3.0 million (the "Fifth Draw") under its previously disclosed Master Loan Agreement with Payward Interactive, Inc. (the "Lender") dated March 18, 2026 (the “MLA”), which provides for borrowings of up to $25.0 million in aggregate principal amount for up to a twelve-month term, subject to the execution of one or more individual loan term sheets.

The Fifth Draw increases the aggregate principal amount outstanding under the MLA to $21.0 million which bears interest at a rate of 8.5% per annum maturing on September 11, 2027, unless earlier terminated in accordance with the terms of the MLA.

Borrowings under the MLA are solely secured by Bitcoin collateral held in custody with an affiliate of the Lender, Payward Financial, Inc. (the "Custodian"), and subject to customary collateral maintenance provisions, including specified margin requirements and liquidation rights in the event of a collateral shortfall. The 479 Bitcoin collateralizing the MLA is held for the benefit of the Lender by the Custodian and subject to an account control agreement by and among the Lender, the Company and the Custodian.

A decline of approximately 27.4% in the value of the pledged Bitcoin collateral, assuming no repayment of borrowings or additional collateral posting, would have reduced the collateral coverage ratio as of September 14, 2026 to the 130% collateral call margin ratio under the MLA. No collateral calls, mandatory repayments, or liquidation events had occurred under the MLA as of September 14, 2026.

The foregoing description of the MLA does not purport to be complete and is qualified in its entirety by reference to the full text of the MLA, a copy of which was filed as Exhibit 10.34 to the Company’s Transition Report on Form 10-K for the transition period from October 1, 2025 to December 31, 2025, as filed with the Securities and Exchange Commission (the "SEC") on March 25, 2026.


Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Company’s ongoing product development activities, the testing and progression of its tokenized deposit product offering, the anticipated timing and execution of future development phases, the potential launch of a retail product, the Company’s engagement with third-party partners and vendors including affiliated service providers, expected future expenditures and reimbursements in connection with such activities, and the Company’s ability to maintain sufficient collateral coverage under its Bitcoin-backed credit facility. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from those expressed or implied in such statements. These risks and uncertainties include, but are not limited to, regulatory approvals, market adoption, technological developments, volatility in digital asset markets, collateral calls, mandatory repayments, or liquidation events under the Master Loan Agreement, and other risks and uncertainties more fully detailed in the section captioned “Risk Factors” in the Company’s most recent Annual Report on Form 10-K for the transition period ended December 31, 2025, Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026, Current Reports on Form 8-K, and other reports filed with the SEC from time to time. As a result of these matters, changes in facts, assumptions not being realized, or other circumstances, the Company’s actual results may differ materially from those expressed or implied in such statements. Forward-looking statements contained in this Current Report are only made as of this date, and the Company undertakes no duty to update such information after the date of this Current Report except as required under applicable law.


Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
USBC, INC.
Date: September 16, 2026
By: /s/ Daniel J. Beck
Name: Daniel J. Beck
Title:Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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