USBC Pivots to Digital Finance with $125M Bitcoin-Backed Acquisition

TL;DR

**USBC's aggressive pivot to tokenized deposits, backed by a substantial Bitcoin treasury and led by fintech veteran Greg Kidd, is a high-stakes bet on the future of regulated digital finance that could either revolutionize banking or fall flat.**

AI Summary

USBC, Inc. (formerly Know Labs, Inc.) underwent a significant strategic pivot in August 2025, shifting from non-invasive diagnostic technologies to digital financial technologies. This change was driven by a $125 million controlling-interest acquisition by Goldeneye 1995 LLC, led by newly-appointed Chairman and CEO Greg Kidd. As part of the acquisition, USBC issued 357.8 million shares of common stock in exchange for 1,000 Bitcoin and $15 million in cash. The company's primary focus is now on developing the USBC tokenized deposit offering, a U.S.-dollar denominated bank deposit account on blockchain technology with embedded digital identity. In October 2025, USBC announced a collaboration with Uphold HQ Inc. and Vast Bank, N.A., with Vast Bank serving as the initial issuing bank. USBC also maintains a Bitcoin treasury strategy, utilizing derivatives to earn yield on these assets. The company reported an aggregate market value of voting and non-voting common equity held by non-affiliates of $2,342,620 as of March 31, 2025, with 388,143,679 shares of common stock outstanding as of December 18, 2025.

Why It Matters

This strategic pivot by USBC, Inc. into tokenized deposits could significantly impact the financial services landscape, offering a regulated, blockchain-based alternative to traditional banking and stablecoins. For investors, it represents a high-growth, high-risk play in the evolving fintech sector, potentially disrupting established payment systems. Employees and customers could benefit from more efficient, 24/7 access to funds and innovative financial products, especially those focused on financial inclusion. The collaboration with Vast Bank and Uphold positions USBC to compete with other digital asset providers by leveraging FDIC insurance eligibility and existing banking regulations, potentially setting a new standard for digital cash.

Risk Assessment

Risk Level: high — The company's primary focus is on developing a novel tokenized deposit offering, which is still in a pilot program and subject to 'requisite regulatory, board and bank partner approvals' before a retail launch. This indicates significant execution and regulatory risk. Furthermore, USBC's 'Bitcoin treasury strategy' involves 'derivatives to earn yield,' introducing market volatility and counterparty risk, as detailed in the forward-looking statements.

Analyst Insight

Investors should approach USBC with caution, recognizing the significant upside potential if their tokenized deposit offering gains traction, but also the substantial regulatory and execution risks. Monitor the progress of their pilot program and definitive agreements with Vast Bank and Uphold, as these will be critical indicators of future success.

Financial Highlights

debt To Equity

Not Disclosed

revenue

Not Disclosed

operating Margin

Not Disclosed

total Assets

Not Disclosed

total Debt

Not Disclosed

net Income

Not Disclosed

eps

Not Disclosed

gross Margin

Not Disclosed

cash Position

$15M

revenue Growth

Not Disclosed

Key Numbers

• $125M — Strategic Acquisition Value (Amount of controlling-interest acquisition by Goldeneye 1995 LLC in August 2025.)
• 1,000 Bitcoin — Bitcoin Acquired (Part of the consideration received in the August 2025 acquisition, forming the basis of USBC's treasury strategy.)
• $15M — Cash Acquired (Cash component received in the August 2025 acquisition.)
• 357.8M — Shares Issued (Shares of common stock issued in connection with the August 2025 acquisition.)
• $2.34M — Market Value of Non-Affiliate Equity (Aggregate market value of voting and non-voting common equity held by non-affiliates as of March 31, 2025.)
• 388.1M — Shares Outstanding (Total shares of common stock issued and outstanding as of December 18, 2025.)
• September 30, 2025 — Fiscal Year End (The fiscal year covered by this 10-K filing.)
• August 2025 — Corporate Name Change (Month when Know Labs, Inc. changed to USBC, Inc. and ticker to USBC.)
• October 2025 — Strategic Collaboration Announced (Month when collaboration with Uphold and Vast Bank was announced.)

Key Players & Entities

• USBC, Inc. (company) — registrant
• Goldeneye 1995 LLC (company) — acquiring entity
• Greg Kidd (person) — Chairman and Chief Executive Officer of USBC, Inc.
• Uphold HQ Inc. (company) — strategic collaboration partner
• Vast Bank, N.A. (company) — initial issuing bank for tokenized deposit offering
• $125 million (dollar_amount) — strategic controlling-interest acquisition value
• 1,000 Bitcoin (dollar_amount) — part of the consideration for the acquisition
• $15 million (dollar_amount) — cash consideration for the acquisition
• $2,342,620 (dollar_amount) — aggregate market value of common equity held by non-affiliates as of March 31, 2025
• NYSE American LLC (regulator) — exchange where USBC common stock is registered

FAQ

Risk Factors

• Digital Asset Regulatory Uncertainty [high — regulatory]: The company's business model, particularly its tokenized deposit offering and Bitcoin treasury strategy, is subject to evolving and uncertain state and federal securities laws and regulations related to digital assets. Compliance complexities and potential changes in these laws pose a significant risk to operations and market acceptance.
• Bitcoin Price Volatility [high — market]: USBC maintains a Bitcoin treasury strategy, holding 1,000 Bitcoin. Fluctuations in the market price of Bitcoin can lead to significant unrealized gains or losses, impacting the company's financial condition and potentially its ability to fund development and research.
• Dependence on Banking Partners [high — operational]: The success of the USBC tokenized deposit offering is contingent on finalizing definitive agreements with Vast Bank, N.A. and Uphold HQ Inc. Any delays or failure to secure these partnerships could impede the commercial launch and operational viability of the core product.
• Reliance on Strategic Investment [medium — financial]: The company's strategic pivot and ongoing development were significantly funded by a $125 million acquisition by Goldeneye 1995 LLC. Future funding needs and the ability to achieve profitability are critical given the early stage of its fintech initiatives.
• Market Acceptance of Tokenized Deposits [medium — market]: The company's primary focus is the USBC tokenized deposit offering. The success of this offering depends on market acceptance of blockchain-based bank deposit accounts, which is still a developing area with unproven widespread adoption.
• Integration of Legacy and New Business [low — operational]: USBC aims to maintain technology capabilities from its legacy sensor business while pivoting to fintech. Integrating these disparate business lines and managing resources effectively presents an operational challenge.

Industry Context

USBC operates in the rapidly evolving digital financial technologies sector, specifically focusing on blockchain-based banking solutions and digital asset treasury management. The industry is characterized by significant innovation, increasing regulatory scrutiny, and a growing interest in decentralized finance (DeFi) and tokenization of traditional assets. Key competitors include established financial institutions exploring blockchain, fintech startups, and other digital asset custodians.

Regulatory Implications

The company faces substantial regulatory risks due to the nascent nature of digital assets and tokenized deposits. Compliance with evolving state and federal securities laws, banking regulations, and digital asset specific rules is critical. Failure to navigate this complex landscape could lead to enforcement actions, operational disruptions, and hinder market adoption.

What Investors Should Do

1. Monitor regulatory developments closely.
2. Track progress on partnerships with Vast Bank and Uphold.
3. Evaluate Bitcoin price volatility impact.
4. Assess market adoption of tokenized deposits.

Key Dates

• 2025-08-XX: Acquisition by Goldeneye 1995 LLC and Name Change — Marked a significant strategic pivot from diagnostic technologies to digital financial technologies, with a substantial capital infusion and the acquisition of 1,000 Bitcoin.
• 2025-10-XX: Collaboration with Uphold and Vast Bank Announced — Established key partnerships for the development and launch of the USBC tokenized deposit offering, with Vast Bank as the initial issuing bank.
• 2025-03-31: Market Value of Non-Affiliate Equity — Indicated a market capitalization of $2,342,620 for publicly traded shares held by non-affiliates as of the specified date.
• 2025-12-18: Shares Outstanding — Reported 388,143,679 shares of common stock outstanding, providing a basis for per-share calculations and ownership analysis.

Glossary

Tokenized Deposit Offering

A digital representation of a U.S. dollar-denominated bank deposit account that operates on blockchain technology and is embedded with digital identity. (This is the core product USBC is developing and aims to launch, representing its primary business focus.)

Bitcoin Treasury Strategy

A strategy where a company holds Bitcoin as part of its treasury reserves, often utilizing derivatives to generate yield. (USBC has acquired 1,000 Bitcoin and employs this strategy to support its development and research efforts.)

Distributed-Ledger Technology (DLT)

A digital system for recording the transaction of assets in which the transactions and their details are recorded in multiple places at the same time. (This is the underlying technology (blockchain) on which USBC's tokenized deposit offering is built.)

Insured Depository Institutions

Financial institutions, such as banks, that are insured by a government agency (e.g., FDIC in the US) against losses. (Vast Bank, N.A., the initial issuing bank for USBC's tokenized deposits, is an example of such an institution, providing a layer of security.)

Year-Over-Year Comparison

This filing represents a significant transformation from the previous year's operations under the Know Labs, Inc. name, which focused on non-invasive diagnostic technologies. The current filing reflects a strategic pivot to digital financial technologies, driven by a major acquisition that brought in 1,000 Bitcoin and $15 million in cash. Consequently, revenue and profitability metrics from the prior business are not directly comparable to the current focus on developing a tokenized deposit offering and managing a Bitcoin treasury. New risks related to digital asset regulation and market volatility are now paramount.

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share USBC NYSE Ameri
• $125 million — 25, in connection with the closing of a $125 million strategic controlling-interest acquisit
• $15 million — stock in exchange for 1,000 Bitcoin and $15 million in cash. Mr. Kidd and his veteran team
• $1.5 — ments platform, has processed more than $1.5 trillion in transaction volume since la
• $300 billion — blecoins was estimated at approximately $300 billion as of October 2025, according to public

Filing Documents

• usbc_10k.htm (10-K) — 1806KB
• usbc_ex314.htm (EX-3.14) — 1KB
• usbc_ex42.htm (EX-4.2) — 27KB
• usbc_ex1023.htm (EX-10.23) — 69KB
• usbc_ex1039.htm (EX-10.39) — 11KB
• usbc_ex1040.htm (EX-10.40) — 92KB
• usbc_ex19.htm (EX-19) — 85KB
• usbc_ex211.htm (EX-21.1) — 1KB
• usbc_ex231.htm (EX-23.1) — 2KB
• usbc_ex311.htm (EX-31.1) — 10KB
• usbc_ex312.htm (EX-31.2) — 12KB
• usbc_ex321.htm (EX-32.1) — 6KB
• usbc_ex322.htm (EX-32.2) — 6KB
• form_10kimg33.jpg (GRAPHIC) — 4KB
• usbc_ex19img22.jpg (GRAPHIC) — 1KB
• usbc_ex19img10.jpg (GRAPHIC) — 39KB
• usbc_ex19img11.jpg (GRAPHIC) — 1KB
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• usbc_ex19img18.jpg (GRAPHIC) — 1KB
• usbc_ex19img19.jpg (GRAPHIC) — 1KB
• usbc_ex19img20.jpg (GRAPHIC) — 1KB
• usbc_ex19img21.jpg (GRAPHIC) — 1KB
• 0001654954-25-014138.txt ( ) — 7262KB
• usbc-20250930.xsd (EX-101.SCH) — 80KB
• usbc-20250930_lab.xml (EX-101.LAB) — 412KB
• usbc-20250930_cal.xml (EX-101.CAL) — 49KB
• usbc-20250930_pre.xml (EX-101.PRE) — 347KB
• usbc-20250930_def.xml (EX-101.DEF) — 233KB
• usbc_10k_htm.xml (XML) — 826KB

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 28 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 34 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 34 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 35 Item 9A.

Controls and Procedures

Controls and Procedures. 35 Item 9B. Other Information. 36 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 36 PART III Item 10. Directors, Executive Officers and Corporate Governance. 37 Item 11.

Executive Compensation

Executive Compensation. 45 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 55 Item 13. Certain Relationships and Related Transactions, and Director Independence. 57 Item 14. Principal Accounting Fees and Services. 60 PART IV Item 15. Exhibit and Financial Statement Schedules. 61 2 Table of Contents INTRODUCTORY NOTES Use of Terms Except as otherwise indicated by the context and for the purposes of this Annual Report on Form 10-K only, references in this report to "we," "us," "our" and "our company" are to USBC, Inc. (f/k/a Know Labs, Inc.), a Nevada corporation, and its consolidated subsidiary. Special Note Regarding Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements that are based on our management's beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance, cryptocurrency treasury strategy, anticipated events and trends affecting our business, the broader economy and other future conditions, and our interpretation of applicable state and federal securities laws and other laws and regulations relating to digital assets. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about: our goals and strategies, including our cryptocurrency treasury strategy; our future business development, financial condition and results of operations, including our ability to achieve and maintain profitability in the future; expected changes in our revenue, costs or expenditu

BUSINESS

ITEM 1. BUSINESS. Overview USBC, Inc. (NYSE American: USBC) is a publicly traded, multi-disciplinary technology company that we believe is an industry-leading innovator in digital financial technologies. USBC develops transformative financial services, including digital assets and banking solutions as well as non-invasive health monitoring research. USBC has implemented a Bitcoin treasury strategy to bolster development and research across its various divisions. A key focus of USBC is the further development of the USBC tokenized deposit offering, a tokenized representation of a U.S.-dollar denominated bank deposit account that operates on blockchain technology and is embedded with digital identity. With a focus on inclusion, innovation, and risk management, USBC is dedicated to creating long-term shareholder value in a rapidly evolving financial landscape. Corporate History and Development Until August 2025, we operated under the name Know Labs, Inc. and our primary focus was on non-invasive diagnostic and sensor technologies. In August 2025, in connection with the closing of a $125 million strategic controlling-interest acquisition by Goldeneye 1995 LLC (an affiliate of our newly-appointed Chairman and Chief Executive Officer, Greg Kidd), we issued 357.8 million shares of our common stock in exchange for 1,000 Bitcoin and $15 million in cash. Mr. Kidd and his veteran team of finance and technology leaders who are part of the USBC founding team collectively bring with them decades of technology and fintech experience. Following the closing of the capital investment by Goldeneye, we changed our corporate name to USBC, Inc. and our ticker symbol to "USBC" on the NYSE American. Our corporate evolution reflects a strategic pivot to the further development of a financial-technology platform and establishment of a digital asset treasury reserve while continuing to maintain technology capabilities from our legacy sensor business. In October 2025, we entered into

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