USBC Registers 93% of Shares for Potential Resale and Pledges One‑Third of Bitcoin Treasury to Options

USBC, a publicly traded Bitcoin treasury company, filed an amended preliminary prospectus that registers 359,815,000 shares—roughly 92.7% of its 388,144,429 common shares outstanding—for potential resale. The registration does not generate proceeds for USBC; any cash from a future sale would go to the selling stockholders.

Share Registration and Control

The registered shares are already issued and may be sold, transferred, pledged, or otherwise disposed of only after the registration statement becomes effective. Most of the block belongs to Goldeneye 1995 LLC, which holds about 92.2% of USBC’s voting power. Goldeneye’s voting position remains unchanged until actual transactions or dilution occur.

Bitcoin‑Backed Loan

USBC has an $18 million loan from Payward Interactive at an 8.5% annual rate, maturing on July 28 2027. The loan is secured by approximately 478 BTC. The company’s internal model shows that a 37.9% decline in the value of the pledged BTC would bring the collateral‑call ratio to its 130% threshold, at which point Payward could demand additional collateral or repayment within 24 hours, or liquidate the BTC with a 1% fee.

Options‑Related Encumbrance

The filing also states that about 34.1% of USBC’s Bitcoin treasury is pledged for options trading, with the counterparty holding the relevant private keys. The filing does not clarify whether this pool overlaps with the BTC pledged to Payward.

Liquidity Position

As of June 30, USBC reported $2.982 million in cash and equivalents, plus $660,000 of restricted cash. During the first half of the year, the company used $15.225 million in operating cash and drew $15 million from the Payward loan, leaving unrestricted cash far below operating cash outflows.

Risk Overview

• Potential market overhang from the registration of 359.8 million shares.
• High concentration of voting power with Goldeneye 1995 LLC.
• Significant portion of Bitcoin treasury pledged to a loan and to options, with unclear overlap.
• Operating cash flow reliant on loan financing rather than internal cash reserves.