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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 19, 2026
U.S.
GoldMining Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
| 001-41690 |
|
37-1792147 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1188
West Georgia Street, Suite 1830
Vancouver,
BC, Canada, V6E 4A2
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (604) 338-9788
Not
Applicable
(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)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
USGO |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each warrant exercisable for one share of Common Stock at an exercise price of $13.00 |
|
USGOW |
|
The
Nasdaq Stock Market LLC |
Explanatory
Note
This
Amendment No. 1 to the Current Report on Form 8-K/A (“Amendment No. 1”) amends the previously filed Current Report on Form
8-K of U.S. GoldMining, Inc., filed with the Securities and Exchange Commission on March 19, 2026 (the “Original Report”)
reporting the release of a technical report titled “Whistler Gold-Copper Project, S-K 1300 Technical Report Summary and Initial
Assessment with Economic Analysis, Alaska, United States of America” with date of issue of March 19, 2026, and an effective date
of March 2, 2026.
This
Amendment No. 1 is being filed solely to update the (i) Consent of Sue Bird, Qualified Person and (ii) Consent of Steven Klohn, Qualified
Person as Exhibits 23.1 and 23.2 (together, the “Consents”). The Consents are filed as Exhibit 23.1 and 23.2 attached hereto.
Except as stated above, there are no other changes to the Original Report and as such, this Amendment No. 1 should be read in conjunction
with the Original Report.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 23.1 |
|
Consent of Sue Bird, Qualified Person for Technical Report |
| 23.2 |
|
Consent of Steven Klohn, Qualified Person for Technical Report |
| 99.1* |
|
Whistler Project, S-K 1300 Technical Report Summary and Initial Assessment, South-Central Alaska, United States of America |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Previously filed with the Original Report on March 19, 2026.
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 hereunto duly authorized.
| Date:
March 20, 2026 |
U.S.
GOLDMINING INC. |
| |
|
|
| |
By: |
/s/
Tim Smith |
| |
Name: |
Tim
Smith |
| |
Title: |
Chief
Executive Officer |
