USBC · USBC, Inc.

USBC, Inc. is a Nevada-incorporated fintech company that has undergone a significant strategic transformation. Originally founded in 1998 as Know Labs, Inc., the company pivoted in August 2025 following a controlling-interest acquisition by Goldeneye 1995 LLC, an entity owned by current CEO and Chairman Greg Kidd. This transaction injected 1,000 Bitcoin and $15 million in cash into the company, establishing a Bitcoin-centric treasury strategy and shifting the business focus toward developing a tokenized U.S. dollar deposit platform. The company divested its legacy sensor technology business in March 2026, further sharpening its focus on digital finance.

The company's financial profile is heavily influenced by its digital asset holdings. As of April 17, 2026, USBC held approximately 1,025.81 Bitcoin valued at $79.4 million, representing the principal component of its consolidated balance sheet. The company has a history of net losses and explicitly states it may continue to generate losses as it invests in growth. To fund operations and development, USBC entered into a Master Loan Agreement with Payward Interactive, Inc. in March 2026, allowing for borrowings up to $25 million secured by Bitcoin collateral. The company immediately drew a $5 million term loan maturing in March 2027 at an 8.5% interest rate. This collateralized structure exposes the company to margin call risks if Bitcoin prices decline significantly.

The core business initiative is the USBC tokenized deposit offering, designed to be a tokenized representation of a U.S. dollar bank deposit operating on blockchain technology with embedded digital identity. The company has formalized a strategic partnership with Vast Bank, N.A. (the issuing bank) and Uphold HQ Inc. (platform integration). As of March 2026, Phase 1 of the delivery strategy is underway with an internal employee pilot program. However, the initiative faces substantial regulatory and execution risks; the legal framework for tokenized deposits is unsettled, and there is no assurance that required regulatory approvals will be obtained or that the product will launch successfully.

Governance is a critical factor for investors. USBC is a 'controlled company' under NYSE American rules because Greg Kidd, through Goldeneye, beneficially owns approximately 71.5% of the voting power. This concentration of control allows the company to rely on exemptions from certain corporate governance requirements, such as having a majority of independent directors. While this structure enables decisive action, it significantly reduces the protections afforded to minority shareholders and increases the potential for conflicts of interest, particularly given related-party transactions with Vast Holdings, Inc., an entity where Mr. Kidd also holds a controlling interest.

This S-1/A registration statement covers the resale of 367,634,098 shares of common stock by selling stockholders, primarily Goldeneye 1995 LLC. The company will not receive any proceeds from this offering. The registration fulfills contractual obligations under a registration rights agreement. Investors should note the significant dilution potential and the fact that the selling stockholders may sell shares into the market, which could adversely affect the stock price. The company recently regained compliance with NYSE American listing standards in March 2026, but proposed amendments to exchange rules could impose stricter minimum price and market capitalization requirements in the future, posing a continued risk of delisting.