USBC, Inc. (NYSE American: USBC) highlights 1,000-Bitcoin treasury in token pivot

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As filed with the Securities and Exchange Commission on August 27, 2026

Registration No. 333-290403

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

300 E 2nd Street

15th Floor

Reno, NV 89501

775-239-7673

(Address, including zip code, and telephone number,

including area code, of principal executive offices)

Robert Gregory Kidd

Chief Executive Officer

300 E 2nd Street

15th Floor

Reno, NV 89501

775-239-7673

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Daniel L. Forman

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, NY 10020

(212) 419-5904

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐