[SCHEDULE 13D/A] USBC, Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 1 to Schedule 13D reports that Robert Gregory Kidd and Goldeneye 1995 LLC hold an aggregate of 357,815,000 shares of USBC, Inc. common stock, representing approximately 92.1% of the 388,143,679 shares outstanding as of September 15, 2025. The filing states Mr. Kidd and Goldeneye each have sole voting and dispositive power over these shares. On September 19, 2025 the parties entered into a Registration Rights Agreement and the issuer filed a Form S-1 covering resale of the shares issued to Goldeneye in the private placement. No other transactions in the prior 60 days were reported.

Positive

• Registration Rights Agreement executed and Form S-1 filed on September 19, 2025 to permit resale of private-placement shares
• Clear disclosure of beneficial ownership showing who holds voting and dispositive power over 357,815,000 shares

Negative

• Extremely concentrated ownership (~92.1%) significantly reduces public float and trading liquidity for USBC shares
• Near-total control by a single individual/LLC limits influence and protections available to minority shareholders
• Registration Rights Agreement lacks detailed terms in this amendment (no lock-up durations, resale timing or conditions disclosed)

Insights

Financial Analyst

TL;DR: Reporting persons control ~92% of USBC, limiting public float and making the holding highly material to valuation and liquidity.

The amendment confirms concentrated ownership: 357,815,000 shares (92.1%) held with sole voting and dispositive power by Robert Kidd/Goldeneye. Materially, that level of control greatly restricts free float and could suppress trading liquidity and float-based market capitalization metrics. The Registration Rights Agreement and S-1 filing permit resale mechanics for the private-placement shares, which is relevant to potential future supply of shares into the market, but the filing does not quantify any lock-up terms or resale timing. No other purchases or sales were reported in the prior 60 days.

Corporate Governance Expert

TL;DR: Single-owner control exceeding 90% centralizes governance and decision-making, a highly material corporate governance event.

This disclosure documents near-total control by one individual and his affiliated LLC, giving them unilateral voting and dispositive authority over corporate actions subject to applicable law. For minority holders and governance assessments, such concentration is critical: it limits the ability of other shareholders to influence management, board composition or strategic choices. The Registration Rights Agreement provides resale pathways but the amendment contains no specifics on timing or limitations, leaving material details about future share availability unspecified.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

USBC, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

499238202

(CUSIP Number)

Robert Gregory Kidd
26 State Route 28, #1186,
Crystal Bay, NV, 89402
510-495-4686

Goldeneye 1995 LLC
26 State Route 28, #1186,
Crystal Bay, NV, 89402
510-495-4686

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/19/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 499238202

1

Name of reporting person

Robert Gregory Kidd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 357,815,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 357,815,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

357,815,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

92.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

See Item 5 for additional information.

SCHEDULE 13D

CUSIP No. 499238202

1

Name of reporting person

Goldeneye 1995 LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 357,815,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 357,815,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

357,815,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

92.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

See Item 5 for additional information.

SCHEDULE 13D

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).

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.

Robert Gregory Kidd

Signature:	/s/ Robert Gregory Kidd
Name/Title:	Robert Gregory Kidd
Date:	09/23/2025

Goldeneye 1995 LLC

Signature:	/s/ Robert Gregory Kidd
Name/Title:	Robert Gregory Kidd /Manager
Date:	09/23/2025

FAQ

Who filed the Schedule 13D/A for USBC (symbol USBC)?

The filing was made by Robert Gregory Kidd and Goldeneye 1995 LLC, with Kidd as sole owner and manager of Goldeneye.

How many USBC shares do the reporting persons beneficially own?

They report beneficial ownership of 357,815,000 shares of USBC common stock.

What percentage of USBC is owned by the reporting persons?

The reported holdings represent approximately 92.1% of the 388,143,679 shares outstanding as of September 15, 2025.

Did the reporting persons file any agreements related to resale of shares?

Yes. On September 19, 2025 they entered into a Registration Rights Agreement and the issuer filed a Form S-1 covering resale of the private-placement shares.

Were there any other transactions in the 60 days prior to this filing?

Except for the Registration Rights Agreement, the amendment states there were no other transactions by the reporting persons in the 60 days prior to the filing date.