USBC Pivots to Fintech with $125M Goldeneye Deal, Bitcoin Treasury

TL;DR

**USBC's radical pivot to Bitcoin and tokenized deposits is a high-stakes gamble, making it a speculative buy for risk-tolerant investors.**

AI Summary

USBC, Inc. (USBC) filed an S-1/A on December 31, 2025, detailing a significant strategic pivot from non-invasive diagnostic technologies to digital financial technologies, including a Bitcoin treasury strategy and a tokenized deposit offering. In August 2025, Goldeneye 1995 LLC acquired a controlling interest for $125 million, consisting of 1,000 Bitcoin and $15 million in cash, resulting in the issuance of 357,815,000 shares of common stock. The company subsequently changed its name from Know Labs, Inc. to USBC, Inc. and its ticker to "USBC." As of December 30, 2025, USBC's Bitcoin holdings totaled approximately 1,015 Bitcoin, valued at $89.5 million, representing the principal component of its consolidated balance sheet. USBC has partnered with Uphold HQ Inc. and Vast Bank, N.A. for its tokenized deposit offering, which is currently in technical and regulatory finalization stages, with a pilot program planned before a retail launch. The company also increased its "at the market offering" program with JonesTrading Institutional Services LLC to an aggregate offering price of $14,500,000.

Why It Matters

This S-1/A signals a dramatic strategic shift for USBC, moving from a legacy sensor business to a high-growth, yet volatile, fintech and digital asset play. For investors, the substantial investment by Goldeneye and the establishment of a Bitcoin treasury strategy, valued at $89.5 million, could offer significant upside if the tokenized deposit offering gains traction, but also introduces considerable cryptocurrency market risk. Employees will see a renewed focus on digital finance, potentially shifting skill requirements. Customers of the future USBC tokenized deposit offering could benefit from a new, compliant digital dollar solution, while the broader market will watch to see if USBC can carve out a niche in the increasingly competitive tokenized deposit space against established financial institutions and other crypto innovators.

Risk Assessment

Risk Level: high — The risk level is high due to the company's complete strategic pivot into the volatile digital asset and fintech space, as evidenced by the $89.5 million Bitcoin treasury strategy. The success of the new tokenized deposit offering is uncertain, relying on regulatory approvals and market adoption, and the company explicitly states, "Investing in our common stock involves a high degree of risk." Furthermore, the company is a "smaller reporting company," which means it is eligible for reduced public company reporting requirements, potentially leading to less transparency for investors.

Analyst Insight

Investors should approach USBC with extreme caution, recognizing the speculative nature of its new business model. Conduct thorough due diligence on the management team's fintech expertise and the competitive landscape for tokenized deposits. Consider a small, diversified position only if you have a high-risk tolerance and a long-term view on the adoption of digital assets and blockchain-based financial services.

Key Numbers

• $125 million — Strategic controlling-interest acquisition (Amount paid by Goldeneye 1995 LLC for USBC)
• 357,815,000 shares — Common stock issued to Goldeneye (Part of the Private Placement on June 5, 2025)
• 1,000 Bitcoin — Part of acquisition consideration (Received from Goldeneye 1995 LLC in August 2025)
• $15 million — Cash part of acquisition consideration (Received from Goldeneye 1995 LLC in August 2025)
• 367,634,098 shares — Total shares offered by selling stockholders (Includes shares issued in Private Placement and compensation)
• $0.63 per share — Last reported sale price (USBC common stock on NYSE American on December 30, 2025)
• $89.5 million — Bitcoin holdings value (As of December 30, 2025, representing 1,015 Bitcoin)
• 1,015 Bitcoin — Approximate Bitcoin holdings (As of December 30, 2025, valued at $89.5 million)
• $14,500,000 — Increased aggregate offering price (For the 'at the market offering' program with JonesTrading)

Key Players & Entities

• USBC, Inc. (company) — Registrant and issuer of common stock
• Goldeneye 1995 LLC (company) — Acquired a controlling interest in USBC for $125 million
• Robert Gregory Kidd (person) — Chief Executive Officer and newly-appointed Chairman of USBC
• Cohen & Company Securities, LLC (company) — Received 3,909,549 shares as financial advisor compensation
• Fifth Era LLC (company) — Received 3,909,549 shares as consultant compensation
• J3E2A2Z LP (company) — Received 2,000,000 shares for Series H Preferred Stock redemption
• Ronald P. Erickson (person) — Director and President of Science Division, Senior Vice President, controls J3E2A2Z LP
• Uphold HQ Inc. (company) — Collaboration partner for USBC tokenized deposit offering
• Vast Bank, N.A. (company) — Initial issuing bank for USBC tokenized deposit offering
• Hyrcanian Asset Management, LLC (company) — Manager for USBC's Bitcoin treasury strategy

FAQ

Risk Factors

• Volatility of Bitcoin Holdings [high — market]: USBC's significant Bitcoin holdings, valued at $89.5 million as of December 30, 2025, are subject to extreme price volatility. A substantial decline in Bitcoin's market price could materially and adversely affect the company's financial condition and results of operations.
• Uncertainty in Digital Asset Regulation [high — regulatory]: The digital financial technology sector, including Bitcoin and tokenized deposits, faces evolving and uncertain regulatory landscapes. Changes in regulations could impact USBC's ability to operate its tokenized deposit offering and manage its Bitcoin treasury strategy, potentially leading to compliance costs or operational disruptions.
• Reliance on Third-Party Partners [medium — operational]: USBC's tokenized deposit offering relies on partnerships with Uphold HQ Inc. and Vast Bank, N.A. Any operational failures, security breaches, or financial instability of these partners could disrupt the offering and negatively impact USBC's business and reputation.
• Dependence on Strategic Pivot Success [high — financial]: The company's strategic pivot from diagnostic technologies to digital financial technologies is a significant undertaking. The success of this pivot, including the launch and adoption of the tokenized deposit offering, is critical for future revenue generation and profitability.
• Execution of ATM Offering [medium — market]: USBC has an 'at the market offering' program with JonesTrading Institutional Services LLC up to an aggregate offering price of $14,500,000. The ability to effectively execute this program and raise capital under current market conditions is subject to market demand and stock price fluctuations.
• Compliance with Financial Regulations [high — regulatory]: Operating in the financial technology space requires adherence to stringent financial regulations. Failure to comply with applicable laws and regulations related to digital assets, banking, and securities could result in significant penalties, fines, and reputational damage.

Industry Context

USBC is navigating the rapidly evolving digital financial technology landscape, characterized by innovation in blockchain, cryptocurrencies, and tokenization. The sector is highly competitive, with established financial institutions and numerous fintech startups vying for market share. Key trends include the increasing institutional adoption of digital assets, the development of central bank digital currencies, and the ongoing search for regulatory clarity.

Regulatory Implications

The company's pivot into digital financial technologies exposes it to significant regulatory scrutiny. The tokenized deposit offering and Bitcoin treasury strategy must comply with a complex and evolving web of regulations governing financial services, digital assets, and securities. Failure to navigate these regulations effectively could lead to substantial penalties and operational challenges.

What Investors Should Do

1. Monitor regulatory developments in digital assets and financial technology.
2. Assess the execution risk of the tokenized deposit offering and Bitcoin treasury strategy.
3. Evaluate the effectiveness of the 'at the market offering' program.
4. Analyze the impact of Bitcoin price volatility on the company's balance sheet and financial performance.

Key Dates

• 2025-08-01: Goldeneye 1995 LLC acquired controlling interest — Marks a significant strategic shift and change in control, involving a $125 million transaction including 1,000 Bitcoin and $15 million cash.
• 2025-12-31: S-1/A filing detailing strategic pivot — Provides detailed information on the company's new direction into digital financial technologies, Bitcoin treasury, and tokenized deposits.
• 2025-12-30: Bitcoin holdings valued at $89.5 million — Quantifies the primary asset on the balance sheet, highlighting the company's significant exposure to cryptocurrency markets.

Glossary

S-1/A

An amended registration statement filed with the SEC for companies planning to go public or making significant changes to their public offering details. (This filing details USBC's strategic pivot and new business model, crucial for understanding its current investment profile.)

Bitcoin Treasury Strategy

A corporate strategy where a company holds Bitcoin as a primary reserve asset on its balance sheet, similar to how companies hold cash or other financial assets. (USBC's adoption of this strategy, holding 1,015 Bitcoin valued at $89.5 million, significantly impacts its asset composition and risk profile.)

Tokenized Deposit Offering

A financial product where traditional bank deposits are represented by digital tokens on a blockchain, potentially offering new ways to manage and transfer funds. (This is a core component of USBC's new digital financial technology business, with partnerships and pilot programs underway.)

At the Market Offering (ATM)

A type of public offering where a company sells newly issued shares directly into the open market over a period of time, typically through an intermediary. (USBC has an active ATM program with JonesTrading, allowing it to raise capital up to $14,500,000, subject to market conditions.)

Goldeneye 1995 LLC

An entity that acquired a controlling interest in USBC, Inc. for $125 million, consisting of Bitcoin and cash. (This acquisition represents a major shift in the company's ownership and strategic direction.)

Year-Over-Year Comparison

This S-1/A filing represents a fundamental shift from USBC's previous focus on non-invasive diagnostic technologies. Consequently, direct year-over-year comparisons of revenue, margins, and profitability metrics are not applicable, as the company is essentially launching a new business model. New risks related to digital asset volatility, regulatory uncertainty in fintech, and reliance on new strategic partners are now paramount, superseding previous operational concerns.

Key Financial Figures

• $0.001 — 4,098 shares of common stock, par value $0.001 per share ("common stock"), of USBC, In
• $0.63 — E American LLC on December 30, 2025 was $0.63 per share. You should read this prospe
• $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
• $89.5 million — ember 30, 2025, our Bitcoin holdings of $89.5 million represent the principal component of ou
• $5,000,000 — te offering price of up to a maximum of $5,000,000, from time to time, through an "at the
• $14,500,000 — t, up to an aggregate offering price of $14,500,000. The offer and sale of the Shares will
• $18,000,000 — (File No. 333-276246) in the amount of $18,000,000 initially filed with the SEC on Decembe
• $700 million — ock held by non-affiliates is less than $700 million and our annual revenue was less than $1
• $100 million — on and our annual revenue was less than $100 million during the most recently completed fisc
• $250 million — ock held by non-affiliates is less than $250 million or (ii) our annual revenue was less tha

Filing Documents

• usbc_s1a.htm (S-1/A) — 237KB
• usbc_ex231.htm (EX-23.1) — 2KB
• usbc_s1aimg2.jpg (GRAPHIC) — 5KB
• 0001654954-25-014437.txt ( ) — 381KB
• usbc-20251231.xsd (EX-101.SCH) — 5KB
• usbc-20251231_lab.xml (EX-101.LAB) — 11KB
• usbc-20251231_cal.xml (EX-101.CAL) — 1KB
• usbc-20251231_pre.xml (EX-101.PRE) — 7KB
• usbc-20251231_def.xml (EX-101.DEF) — 2KB
• usbc_s1a_htm.xml (XML) — 3KB

RISK FACTORS

RISK FACTORS 7 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 8

USE OF PROCEEDS

USE OF PROCEEDS 9 SELLING STOCKHOLDERS 10 PLAN OF DISTRIBUTION 11

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 13 LEGAL MATTERS 14 EXPERTS 15 ADDITIONAL INFORMATION 16 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 17 iii Table of Contents ABOUT THIS PROSPECTUS Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Stockholders take responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Stockholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. For investors outside the United States: neither we nor the Selling Stockholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction outside the United States where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities covered hereby and the distribution of this prospectus outside the United States. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under "Additional Information" and "Incorporation of Certain Information by Reference". We may also provide a prospectus supplement

Use of proceeds

Use of proceeds We will not receive any proceeds from the sale or other disposition of the shares of our common stock covered hereby by the Selling Stockholders.

Risk Factors

Risk Factors Investing in our common stock involves a high degree of risk. Before making an investment decision, you should review the information contained under the heading "Risk Factors" in our most recent Annual Report on Form 10-K as such risk factors may be updated in our subsequent reports filed with the SEC, which are incorporated by reference herein, and as may be amended, supplemented or superseded from time to time by other reports we file with the SEC, and other information in this prospectus for a discussion of the factors you should consider before you decide to invest in our common stock. NYSE American Symbol USBC 6 Table of Contents

RISK FACTORS

RISK FACTORS Investing in our common stock involves a high degree of risk. Before making an investment decision, you should review the information contained under the heading "Risk Factors" in our most recent Annual Report on Form 10-K as such risk factors may be updated in our subsequent reports filed with the SEC, which are incorporated by reference herein, and as may be amended, supplemented or superseded from time to time by other reports we file with the SEC, and other information in this prospectus for a discussion of the factors you should consider before you decide to invest in our common stock. For a description of these reports and information about where you can find them, see "Additional Information" and "Incorporation of Certain Information by Reference." Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospects. 7 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated by reference herein and therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus and the documents incorporated by reference herein and therein, including statements regarding general economic and market conditions, our future results of operations and financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as "anticipate," "believe," "can," "contemplate," "continue," "could," "design," "estimate," "expect," "intend," "may," "might," "plan," "potentially," "predict," "project," "seek,"

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View this S-1/A filing on SEC EDGAR