10-K/A: USBC, Inc. Files Amendment to Annual Report

USBC, Inc. has filed an amendment to its Transition Report on Form 10-K for the period ending December 31, 2025, primarily to include Part III information.

Summary

• This filing is an amendment (Amendment No. 1) to USBC, Inc.'s Transition Report on Form 10-K for the period from October 1, 2025, to December 31, 2025.
• The amendment is being filed to include the information required by Part III of Form 10-K, as the company will not file a definitive proxy statement within the required timeframe.
• The amendment does not alter the financial statements or other disclosures from the original report and does not reflect events occurring after the original filing date.
• The report details the company's directors and executive officers as of April 27, 2026, including their backgrounds and roles.
• Key executives include Robert Gregory Kidd (Chairman and CEO) and Kitty Payne (CFO).
• The company operates under a controlled company status due to Goldeneye 1995 LLC holding over 50% of the voting power, which allows for exemptions from certain NYSE American corporate governance requirements.
• Information on board committees (Audit, Compensation, Nominating and Corporate Governance) and their functions is provided.
• Details on executive compensation, including salaries, stock awards, and option grants for the transition period and prior fiscal years, are presented.
• The filing also outlines employment and separation agreements for key executives, including severance packages.
• Information regarding security ownership by directors, officers, and major shareholders is disclosed, with Robert Gregory Kidd and Goldeneye 1995 LLC holding a significant majority (92.2%).
• Details on equity compensation plans and outstanding awards are provided, including stock option repricing events.
• Related party transactions are disclosed, including agreements with entities associated with key personnel and strategic partners like Vast Bank and Uphold.
• The company's principal accounting fees and services from its independent registered public accounting firm, BPM LLP, are detailed.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily consisting of procedural updates and disclosures related to corporate governance and executive matters, rather than significant operational or financial performance indicators.

Positives

• The company has a clear structure for its Board of Directors and executive officers, with experienced individuals in key leadership roles.
• The company has established audit, compensation, and nominating/corporate governance committees to oversee critical functions.
• The company has adopted a compensation recovery policy in line with SEC rules and NYSE American listing standards.
• The company has a comprehensive insider trading policy that includes restrictions on hedging and pledging of stock.
• Significant capital was raised through a private placement with Goldeneye 1995 LLC, involving Bitcoin and cash, on August 6, 2025.
• Strategic partnerships with Vast Bank and Uphold are being pursued for tokenized U.S. dollar deposit products.

Negatives

• The company relies on the controlled company exemption from certain NYSE American corporate governance requirements, meaning stockholders may not have the same protections as those in non-controlled companies.
• Three Section 16(a) reports were filed late by Peter J. Conley, Kirk Chapman, and Linda Jenkinson.
• Stock options for Kitty Payne and Kirk Chapman were repriced twice, indicating a significant decline in stock price and potentially dilutive effects.
• The company has entered into an Affiliate Services Agreement with Vast Holdings, Inc. with a reimbursement cap of $10.5 million, which could represent a significant expense.
• The divestiture of the legacy non-invasive sensor technology business to Particle Acquisition Corporation resulted in minimal cash consideration ($1.00) and a revenue share agreement.

Risks

• The company qualifies as a controlled company, meaning it is exempt from certain NYSE American corporate governance requirements, potentially offering fewer protections to stockholders.
• The company's insider trading policy restricts holding stock in a margin account or pledging stock as collateral to 25% of total shares owned, which could limit liquidity options for insiders.
• The divestiture of the legacy non-invasive sensor technology business to Particle Acquisition Corporation carries a risk related to the future revenue share and acquisition payments, which are contingent on future performance and events.
• The Affiliate Services Agreement with Vast Holdings, Inc. has a reimbursement cap of $10.5 million, which could become a significant cost if not managed effectively.

Future Outlook

The company is pursuing strategic partnerships with Vast Bank and Uphold to develop retail tokenized U.S. dollar deposit products. An Affiliate Services Agreement with Vast Holdings, Inc. is in place until December 31, 2026, for services supporting the tokenized deposit program, with a reimbursement cap of $10.5 million.

Management Comments

• Robert Gregory Kidd (CEO): His background in financial services infrastructure, regulated identity, and digital asset markets is central to the go-forward operating model.
• Linda Jenkinson (Vice Chair): Brings over 25 years of global public company governance experience across multiple exchanges.
• William A. Owens (Director): Possesses extensive public company board experience and financial and corporate governance expertise.
• The Board believes that combining the roles of Chairman and CEO provides decisive and effective leadership with clearer accountability.
• The Board oversees risk management, recognizing that purposeful and appropriate risk-taking is essential for competitiveness.
• The company's insider trading policy is designed to promote compliance with insider trading laws and listing standards.

Industry Context

StockSavvy.ai notes that USBC, Inc.'s focus on tokenized U.S. dollar deposit products aligns with broader trends in the financial technology sector exploring blockchain and digital asset integration. The strategic partnerships with Vast Bank and Uphold suggest an effort to leverage existing banking infrastructure and digital asset platforms to innovate in the deposit space.

Management Changes

Corporate Governance

Legal Proceedings

• Three Section 16(a) reports were filed late: Peter J. Conley (one Form 4), Kirk Chapman (one Form 4), and Linda Jenkinson (one Form 4).

Related Party Transactions

• Extension of Warrant Agreements with Clayton A. Struve, a former significant stockholder.
• Redemption of Series C and D Convertible Preferred Stock and conversion of convertible debt by Clayton A. Struve.
• Extension of Warrant Agreements and Convertible Promissory Notes with J3E2A2Z LP, an entity controlled by former CEO Ronald P. Erickson.
• Issuance of common stock to Ronald P. Erickson.
• Promissory Note Conversion Agreement with J3E2A2Z LP, involving Series H Convertible Preferred Stock.
• Redemption of Series H Convertible Preferred Stock by J3E2A2Z LP.
• Divestiture of legacy non-invasive sensor technology business to Particle Acquisition Corporation, an entity involving Ronald P. Erickson, for nominal cash consideration and a revenue share agreement.
• Securities Purchase Agreement with Goldeneye 1995 LLC, solely owned by CEO Robert Gregory Kidd, for a private placement of common stock in exchange for Bitcoin and cash.
• Promissory Note issued by the Company to Goldeneye 1995 LLC, which was subsequently repaid.
• Repricing of stock options and grant of new stock options to Vice Chair Linda Jenkinson and CFO Kitty Payne.
• Strategic partnership with Vast Bank and Uphold for tokenized U.S. dollar deposit products. Linda Jenkinson is CEO and Chair of Vast Holdings, Inc., the holding company for Vast Bank. Robert Gregory Kidd personally invested in Vast Holdings, Inc.
• Affiliate Services Agreement with Vast Holdings, Inc. for services supporting the tokenized deposit program, with a reimbursement cap of $10.5 million.

Stakeholder Impact

• Shareholders: The company's controlled company status may reduce certain governance protections. The significant ownership by Robert Gregory Kidd and Goldeneye 1995 LLC (92.2%) centralizes control. Stock option repricing events may impact dilution and executive compensation realization.
• Employees: Employment and separation agreements detail severance packages for executives. Stock option repricing aims to retain and motivate employees.
• Management: Key executives have employment agreements with specific salary, bonus, and severance provisions. Stock option repricing and grants are detailed.
• Creditors: No specific information on impact to creditors is provided in this section of the filing.

Next Steps

• The company will continue to pursue its strategic partnership with Vast Bank and Uphold for retail tokenized U.S. dollar deposit products.
• The Affiliate Services Agreement with Vast Holdings, Inc. is in effect until December 31, 2026, to support the development of the tokenized deposit program.

Key Dates

Recommendation

This filing is an amendment to a previous report, primarily providing Part III information related to corporate governance, executive compensation, and related party transactions. It does not contain new financial results or significant operational updates that would warrant a change in investment recommendation. The company's controlled status and past stock option repricing events suggest caution, while the strategic focus on tokenized deposits offers potential but remains speculative. Therefore, a 'hold' recommendation is appropriate pending further operational and financial developments.

Keywords

USBC, Inc., Form 10-K/A, Amendment, Transition Report, Corporate Governance, Executive Compensation, Directors, Officers, Stock Options, Related Party Transactions, Controlled Company, NYSE American, Tokenized Deposits, Vast Bank, Uphold