| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 |
| (b) | Name of Issuer:
USBC, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
300 E 2nd Street, 15th Floor, Reno,
NEVADA
, 89501. |
Item 1 Comment:
Item 1 of the Schedule 13D is hereby supplemented as follows:
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons (as defined in Item 2 of the Schedule 13D) with the U.S. Securities and Exchange Commission on August 13, 2025 (the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported on the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
The securities to which this Amendment relates are shares of common stock, par value $0.001 (the "Common Stock"), of USBC, Inc. (the "Issuer"). Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D is hereby supplemented as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Amendment and the information set forth in or incorporated by reference in Item 5 of this Amendment is hereby incorporated by reference in its entirety into this Item 3. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby supplemented as follows:
On September 19, 2025, Goldeneye entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Issuer and certain other signatories thereto, pursuant to which, among other things, the Issuer filed a Registration Statement on Form S-1 on September 19, 2025 covering the resale of the shares of Common Stock issued to Goldeneye in the Private Placement. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is hereby supplemented as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Amendment and the information set forth in or incorporated by reference in Item 3 of this Amendment are hereby incorporated by reference in its entirety into this Item 5.
As of the date hereof, Mr. Kidd may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Mr. Kidd has sole voting and dispositive power. The holdings of Mr. Kidd represent an aggregate of approximately 92.1% of the Issuer's outstanding shares of Common Stock (based on 388,143,679 shares of Common Stock issued and outstanding as of September 15, 2025 as reported directly by the Issuer to the Reporting Persons).
As of the date hereof, Goldeneye may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Goldeneye has sole voting and dispositive power, in which Mr. Kidd, as the sole owner and manager of Goldeneye, exercises such voting and dispositive power over such securities. The holdings of Goldeneye represent an aggregate of approximately 92.1% of the Issuer's outstanding shares of Common Stock (based on 388,143,679 shares of Common Stock issued and outstanding as of September 15, 2025 as reported directly by the Issuer to the Reporting Persons).
As of September 19, 2025, Mr. Kidd may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Mr. Kidd has sole voting and dispositive power. The holdings of Mr. Kidd represent an aggregate of approximately 92.1% of the Issuer's outstanding shares of Common Stock (based on 388,143,679 shares of Common Stock issued and outstanding as of September 15, 2025 as reported directly by the Issuer to the Reporting Persons).
As of September 19, 2025, Goldeneye may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Goldeneye has sole voting and dispositive power, in which Mr. Kidd, as the sole owner and manager of Goldeneye, exercises such voting and dispositive power over such securities. The holdings of Goldeneye represent an aggregate of approximately 92.1% of the Issuer's outstanding shares of Common Stock (based on 388,143,679 shares of Common Stock issued and outstanding as of September 15, 2025 as reported directly by the Issuer to the Reporting Persons). |
| (b) | As of the date hereof, (i) Mr. Kidd may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Mr. Kidd has the sole voting and dispositive power, and (ii) Goldeneye may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Goldeneye has the sole voting and dispositive power, in which Mr. Kidd, as the sole owner and manager of Goldeneye, exercises such voting and dispositive power over such securities.
As of September 19, 2025, (i) Mr. Kidd may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Mr. Kidd has the sole voting and dispositive power, and (ii) Goldeneye may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Goldeneye has the sole voting and dispositive power, in which Mr. Kidd, as the sole owner and manager of Goldeneye, exercises such voting and dispositive power over such securities. |
| (c) | Except for the Registration Rights Agreement, there were no other transactions by the Reporting Persons in shares of Common Stock as of the date hereof or during the period commencing sixty (60) days prior to the date hereof.
Except for the Registration Rights Agreement, there were no other transactions by the Reporting Persons in shares of Common Stock as of September 19, 2025 or during the period commencing sixty (60) days prior to September 19, 2025. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Schedule 13D is hereby supplemented as follows:
The disclosure set forth above in Item 4 of this Amendment is hereby incorporated by reference in its entirety into this Item 6. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1 - Joint Filing Agreement, dated August 13, 2025, signed by each of the Reporting Persons in order to confirm that this Schedule 13D (and any amendments hereto) are being filed on behalf of each of the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D).
Exhibit 4 - Registration Rights Agreement, dated September 19, 2025, by and between the Issuer, Goldeneye, Cohen & Company Securities, LLC and Fifth Era LLC (incorporated by reference to Exhibit 10.45 to the Issuer's Registration Statement on Form S-1, filed September 19, 2025). |
