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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 12, 2025

 

USBC, INC.
(Exact name of registrant as specified in its charter)

 

Nevada   001-37479   90-0273142
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

300 E 2nd Street, 15th Floor, Reno, NV   89501
(Address of principal executive offices)   (Zip Code)

 

775-239-7673
(Registrant's telephone number, including area code)

 

 
(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))

 

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   USBC   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. [_]

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

  

On December 12, 2025, USBC, Inc. (the “Company”) entered into an Amended and Restated Digital Asset Management Agreement (the “Amended and Restated Agreement”) with Hyrcanian Asset Management, LLC (the “Manager”) to update and clarify the terms under which the Manager provides discretionary treasury management services with respect to the Company’s Bitcoin treasury strategy.

 

The foregoing description of the Amended and Restated Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amended and Restated Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

  

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibits are filed herewith:

 

Exhibit
No.
  Description
10.1   Amended and Restated Digital Asset Management Agreement, dated December 12, 2025, by and between the Company and Hyrcanian Asset Management, LLC.

 

 

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, thereunto duly authorized.

 

  USBC, INC.  
       
Date: December 19, 2025 By: /s/ Kitty Payne  
  Name: Kitty Payne  
  Title: Chief Financial Officer  

 

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