{"url_path":"/sec/usbc/8-k/2026-06-22/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1074828/0001074828-26-000037-index.html","accession_number":"0001074828-26-000037","cik":"0001074828","ticker":"USBC","issuer_name":"USBC, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1074828/0001074828-26-000037-index.html","primary_entity_key":"0001074828","primary_entity_name":"USBC, Inc."},"word_count":294,"has_tables":true,"body_markdown":"Item 5.07 - Submission of Matters to a Vote of Security Holders.\n\nOn June 15, 2026 (the \"Record Date\"), Goldeneye 1995 LLC (\"Goldeneye\"), the holder of approximately 92.2% of the voting power of the outstanding common stock, par value $0.001 per share (the \"Common Stock\"), of USBC, Inc. (the \"Company\"), approved by written consent in lieu of a special meeting of stockholders, a proposal to effect a reverse stock split of the Company's outstanding Common Stock at a ratio ranging from 1-for-2 to 1-for-5 (the \"Reverse Stock Split\"). The Reverse Stock Split will not reduce the number of authorized shares of the Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split.\n\nThe Reverse Stock Split was previously approved and recommended by the Company's Board of Directors (the \"Board\") on June 12, 2026. The Company elected to seek written consent of Goldeneye in lieu of holding a special meeting of stockholders to reduce costs and implement the Reverse Stock Split in a timely manner. The exact ratio and timing of the Reverse Stock Split will be determined by the Company in its discretion and may be effected, if at all, within twelve (12) months following June 15, 2026.\n\nThe Company filed a preliminary Information Statement on Schedule 14C with the Securities and Exchange Commission (the \"SEC\") on June 22, 2026 to inform our stockholders of the action taken by Goldeneye to approve the Reverse Stock Split. We expect to distribute a definitive Information Statement on Schedule 14C to our stockholders of record as of the Record Date as notice of the action taken. The Reverse Stock Split will not become effective until the requirements of Rule 14c-2 under the Securities Exchange Act of 1934, as amended, have been satisfied."}