SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chapman Kirk

(Last)

(First)

(Middle)

300 E 2ND STREET

15TH FLOOR

(Street)

RENO

89501

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
USBC, Inc. [ USBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock⁽¹⁾	$2.45	10/07/2025		D			7,140,000	⁽¹⁾	08/06/2035	Common Stock	7,140,000	$0	0	D
Option to Purchase Common Stock⁽²⁾	$1.1	10/07/2025		A		7,140,000		⁽²⁾	10/07/2035	Common Stock	7,140,000	$0	7,140,000	D
Option to Purchase Common Stock⁽³⁾	$1.1	10/07/2025		A		7,860,000		⁽³⁾	10/07/2035	Common Stock	7,860,000	$0	15,000,000	D

Explanation of Responses:

1. The transactions reported involved the repricing of outstanding stock options to purchase 7,140,000 shares of common stock of USBC, Inc. (the "Company") pursuant to the Amended and Restated USBC, Inc. 2021 Equity Incentive Plan (the "Amended and Restated 2021 Plan"), initially granted on August 6, 2025 (the "Grant Date"). The option will vest as to 25% of the shares covered by the option on the one-year anniversary of the Grant Date and in quarterly installments thereafter over the next three years.

2. On October 7, 2025, in accordance with the terms of the Amended and Restated 2021 Plan, the Board of Directors the Company approved a repricing of outstanding stock options granted on August 6, 2025. The exercise price of each repriced option was reduced from $2.45 to $1.10 per share.

3. On October 7, 2025, the Reporting Person was granted an option to purchase 7,860,000 shares of the Issuer's common stock pursuant to the Amended and Restated 2021 Plan. The option will vest as to 25% of the shares covered by the option on the one-year anniversary of the Grant Date and in quarterly installments thereafter over the next three years.

	/s/ Kirk Chapman	10/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Chief Operating Officer Chapman Kirk