{"url_path":"/sec/usbc/8-k/2026-06-04/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1074828/0001074828-26-000030-index.html","accession_number":"0001074828-26-000030","cik":"0001074828","ticker":"USBC","issuer_name":"USBC, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1074828/0001074828-26-000030-index.html","primary_entity_key":"0001074828","primary_entity_name":"USBC, Inc."},"word_count":906,"has_tables":true,"body_markdown":"Item 8.01 - Other Events\n\nThe Company continues to execute on its multi-phase delivery strategy to bring the USBC tokenized deposit product offering to market in collaboration with Vast Bank, the initial issuing bank for the tokenized deposit program offering.\n\nSince announcing the initiation of Phase 1 of the tokenized deposit product delivery strategy on March 10, 2026, the Company has delivered core product infrastructure and performed initial technical readiness testing. Product features, such as onboarding and identity recovery, ACH funding, spending functionality, treasury conversion, messaging, and activity logging have been successfully tested with a limited group of internal users in a controlled environment.\n\nIterative product releases, enhancements, testing cycles, and operational refinements continue to be advanced in subsequent delivery phases. Additional functionality will be deployed to users via an invitation to participate in limited market testing ahead of the future public launch of the branded platform, subject to regulatory, operational and market considerations. Development costs are accelerating as the program advances and are expected to be significant.\n\nThe USBC tokenized deposit product offering will enable eligible customers to open a U.S. dollar-denominated deposit account issued by Vast Bank. Each customer is assigned a bank account number and a corresponding address on the USBC network. Customers may fund their account through a variety of methods, with their balances represented on the USBC network as tokenized deposits. Balances remain liabilities of Vast Bank, while transactions are recorded on the USBC ledger. Following public launch and subject to applicable legal, regulatory, and onboarding requirements, developers and partners are expected to be able to integrate the USBC network into mobile and web-based applications, enabling eligible customers to access and transfer tokenized deposits through supported digital interfaces.\n\nUSBC tokenized deposits are digital representations of U.S. dollar-denominated bank deposits issued by Vast Bank and recorded on the USBC network ledger. The product combines traditional bank deposit accounts with blockchain-based transfer and settlement capabilities, allowing eligible users to display and transfer tokenized deposits through applications connected to the network. The USBC tokenized deposit product offering will augment and coexist with Vast Bank's traditional payment rails. End users who seek the advantages of blockchain technology will have access to the tokenized deposit account option, while those users comfortable with legacy methods of processing deposit and withdrawal transactions can continue using their traditional bank deposit account as before.\n\nThe Company believes this architecture may support a variety of payment and financial use cases, such as financial inclusion and open access, cross-border payments and remittances, hedge against local currency instability, 24/7 instant payments, integrated programmable payments, and near real-time treasury management.\n\nAs of May 31, 2026, the Company had incurred approximately $3.9 million in reimbursements of actual development-related costs to Vast Holdings, Inc. (\"Vast\") in accordance with the terms of its Affiliate Services Agreement with Vast (the \"Agreement\"). Pursuant to the terms of the Agreement, the Company reimburses Vast's wholly-owned subsidiary, Vast Bank, for the costs of performing certain strategic, operational and administrative services that support the development of the Company’s tokenized deposit platform, subject to the reimbursement cap of $10.5 million contained in the Agreement. The Company and Vast entered into the Agreement on March 18, 2026, which contains detailed invoicing, documentation, and approval requirements. The Agreement expires on December 31, 2026.\n\nThe foregoing description of the Agreement with Vast does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which was filed as Exhibit 10.35 to the Company's Transition Report on Form 10-K for the transition period from October 1, 2025 to December 31, 2025, as filed with the SEC on March 25, 2026.\n\nForward-Looking Statements\n\nThis Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Company’s ongoing product development activities, the testing and progression of its tokenized deposit product offering, the anticipated timing and execution of future development phases, the potential launch of a retail product, the Company’s engagement with third-party partners and vendors including affiliated service providers, expected future expenditures and reimbursements in connection with such activities, and the Company’s ability to maintain sufficient collateral coverage under its Bitcoin-backed credit facility. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from those expressed or implied in such statements. These risks and uncertainties include, but are not limited to, regulatory approvals, market adoption, technological developments, volatility in digital asset markets, collateral calls, mandatory repayments, or liquidation events under the Master Loan Agreement, and other risks and uncertainties more fully detailed in the section captioned “Risk Factors” in the Company’s most recent Annual Report on Form 10-K for the transition period ended December 31, 2025, Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, Current Reports on Form 8-K, and other reports filed with the SEC from time to time. As a result of these matters, changes in facts, assumptions not being realized, or other circumstances, the Company’s actual results may differ materially from those expressed or implied in such statements. Forward-looking statements contained in this Current Report are only made as of this date, and the Company undertakes no duty to update such information after the date of this Current Report except as required under applicable law."}