USBC (USBC) Registration filing summary

Company overview and business model

• Fintech strategy centers on developing a U.S. dollar tokenized-deposit network combining bank deposits with blockchain-based transfers, programmability and digital identity.

• Vast Bank, N.A. is the initial issuing bank; Uphold provides platform integration and customer access; the network operator supplies blockchain infrastructure and software.

• The permissioned network uses modified Solana software; bank deposits remain liabilities of the issuing bank, while verified users can transfer tokenized balances in real time.

• Phase 1 technical readiness testing with internal users finished in June 2026; Phase 2 expands testing to invited participants, with Phase 3 planned for initial commercial launch through selected partners.

• Strategy shifted from legacy sensor technology to fintech and Bitcoin treasury management; the sensor business was divested in March 2026.

Financial performance and metrics

• A history of net losses is disclosed; costs are expected to rise as product development, infrastructure, commercialization and public-company expenses increase.

• Bitcoin holdings totaled ~1,029.25 BTC, valued at ~$83.0 million as of October 23, 2026; substantially all treasury reserve assets were invested in Bitcoin.

• Bitcoin-backed borrowing outstanding was $21.0 million as of October 23, 2026, against a $40.0 million commitment and $19.0 million remaining capacity; interest is 8.5% annually.

• HYVM Co. reimbursements totaled $2,984,840 during the nine months ended September 30, 2026; no advances were outstanding under the $22.0 million Goldeneye note as of September 30, 2026.

• Bitcoin collateral coverage reaches a 130% call threshold after a ~29.5% decline in pledged collateral value, assuming no repayment or added collateral, as of October 23, 2026.

Use of proceeds and capital allocation

• No proceeds from the registered resale will go to the issuer; the selling stockholder receives sale proceeds, while registration expenses are borne by the issuer.

• Bitcoin-backed loan proceeds primarily support tokenized-deposit development and commercialization, including Vast-related services, working capital and general corporate purposes.

• Treasury strategy treats Bitcoin as a long-term reserve asset and seeks yield through options premiums; no open-market Bitcoin purchases are planned for the foreseeable future.

• Registration expenses are estimated at $147,684.24; selling discounts and commissions, if any, are payable by the selling stockholder.