1741 Holding reports 379,822 shares (2.84%) of U.S. GoldMining

U.S. GoldMining Inc. Schedule 13G/A amendment reports that 1741 Holding beneficially owns 379,822 shares of Common Stock, representing 2.84% of the class.

Rhea-AI Filing Summary

U.S. GoldMining Inc. Schedule 13G/A amendment reports that 1741 Holding beneficially owns 379,822 shares of Common Stock, representing 2.84% of the class. The filing cites 13,354,420 Common Shares issued and outstanding as of May 13, 2026 from the issuer's Form 10-Q. The filing is signed by Stefan Schadler as Director on 05/28/2026 and notes 1741 Holding's organizational details in Switzerland and its UCITS-related regulatory status.

Insights

Institutional Ownership Analyst

Institutional holder reports a 2.84% stake in the issuer

The filing shows 1741 Holding holds 379,822 shares, with sole voting and dispositive power reported for that amount. The stake is below the 5% Schedule 13G threshold often associated with passive institutional investors.

Timing and scale: the ownership percentage is calculated using May 13, 2026 outstanding shares from the issuer's Form 10-Q. The filing includes a parent/ subsidiary disclosure path and UCITS regulatory context for the holder.

Compliance & Regulatory Advisor

Amendment confirms regulatory classification and procedural disclosure

The document is an amendment to a Schedule 13G filing, signed and certified by a director, and references an exhibit for subsidiary identification. It also asserts comparability of the holder's regulatory scheme under the UCITS directive.

Practical note: the filing is a routine disclosure of beneficial ownership; cash‑flow treatment and any trading intent are not provided in the excerpt.

Key Figures

Shares beneficially owned: 379,822 shares Percent of class: 2.84% Shares outstanding: 13,354,420 shares

3 metrics

Shares beneficially owned 379,822 shares Amount reported by 1741 Holding in Item 9

Percent of class 2.84% Calculated using outstanding shares as of May 13, 2026

Shares outstanding 13,354,420 shares Issuer's Form 10-Q for period ended March 31, 2026 (as of May 13, 2026)

Key Terms

Schedule 13G/A, beneficially owns, UCITS

3 terms

Schedule 13G/A regulatory

"Amendment No. 1 ) U.S. GoldMining Inc. Common Stock"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

beneficially owns regulatory

"Amount beneficially owned: See Item 9 on page 2."

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

UCITS regulatory

"subject to the Directive 2009/65/EC ... undertakings for collective investment"

UCITS is a European regulatory standard for pooled investment funds that sets common rules on how they are run, what they can invest in, and how they protect individual investors. Think of it like a certified recipe and passport for retail funds: it assures basic safeguards such as diversification, liquidity and clear reporting, which helps investors compare options, reduces risk of surprise practices, and makes funds easier to buy across borders.

FAQ

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

How many U.S. GoldMining (USGO) shares does 1741 Holding report owning?

1741 Holding reports beneficial ownership of 379,822 shares. This amount is the basis for the filing's voting and dispositive power disclosures and is shown as the reported holding in Item 9 and related ownership rows.

What percentage of USGO does 1741 Holding own according to the amendment?

The amendment states a 2.84% ownership stake. That percentage is calculated using 13,354,420 Common Shares outstanding as of May 13, 2026, per the issuer's Form 10-Q cited in the filing.

What date is used to calculate the outstanding shares for the percentage?

The filing uses the outstanding share count of 13,354,420 Common Shares as of May 13, 2026, taken from the issuer's quarterly report on Form 10-Q for the period ended March 31, 2026.

Who signed the Schedule 13G/A amendment for 1741 Holding?

Stefan Schadler signed the amendment as Director on 05/28/2026. The signature block certifies the disclosure and references furnishing additional information upon request.

Does the filing state whether 1741 Holding has voting or dispositive power over the shares?

Yes, the filing reports sole voting power of 379,822 shares and sole dispositive power of 379,822 shares. Shared voting and dispositive powers are reported as 0.00 in the excerpt.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/28/2026 - 04:05 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

U.S. GoldMining Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

90291W108

(CUSIP Number)

04/23/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 90291W108

1

Names of Reporting Persons

1741 Holding AG

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

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 379,822.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 379,822.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

379,822.00

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)

2.84 %

12

Type of Reporting Person (See Instructions)

FI

Comment for Type of Reporting Person: In reference to Rows 5, 7 and 9 above, this amount consists of 379,822 shares of Common Stock, par value $0.001 per share ("Common Shares"), of U.S. GoldMining Inc., a company organized under the laws of the State of Nevada (the "Issuer"). In reference to Row 11 above, this calculation is based on 13,354,420 Common Shares issued and outstanding as of May 13, 2026, as reported on the Issuer's quarterly report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on May 13, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: U.S. GoldMining Inc.
(b)	Address of issuer's principal executive offices: 1188 West Georgia Street, Suite 1830, Vancouver, BC, Canada V6E 4A2
Item 2.
(a)	Name of person filing: 1741 Holding AG
(b)	Address or principal business office or, if none, residence: Burggraben 16, 9000 St. Gallen, Switzerland
(c)	Citizenship: Switzerland
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 90291W108
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).
	Swiss parent holding company of an investment management company domiciled in Liechtenstein subject to the Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS).
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 on page 2.
(b)	Percent of class: See Item 11 on page 2.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on page 2.
	(ii) Shared power to vote or to direct the vote: See Item 6 on page 2.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on page 2.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on page 2.
Item 5.	Ownership of 5 Percent or Less of a Class.
	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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99.1.
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 securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the regulatory scheme applicable to an investment management company domiciled in Liechtenstein subject to the Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Securities and Exchange 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.

1741 Holding AG

Signature:	/s/ Stefan Schadler
Name/Title:	Director
Date:	05/28/2026