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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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U.S. GOLD CORP. (Name of Issuer) |
COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) |
90291C201 (CUSIP Number) |
09/15/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 90291C201 |
| 1 | Names of Reporting Persons
AKIN THOMAS B | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,409,860.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 90291C201 |
| 1 | Names of Reporting Persons
Karen Hochster | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.36 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
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| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
U.S. GOLD CORP. | |
| (b) | Address of issuer's principal executive offices:
SUITE 102 - BOX 604, 1910 E IDAHO STREET, ELKO, NEVADA, 89801. | |
| Item 2. | ||
| (a) | Name of person filing:
Thomas B. Akin
Karen Hochster | |
| (b) | Address or principal business office or, if none, residence:
100 Meadowcreek Dr. Suite 150
Corte Madera, CA 94925 | |
| (c) | Citizenship:
USA | |
| (d) | Title of class of securities:
COMMON STOCK, $0.001 PAR VALUE PER SHARE | |
| (e) | CUSIP No.:
90291C201 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Thomas B. Akin and Karen Hochster beneficially own 1,749,860 shares of Common Stock. Of such 1,749,860 shares of Common Stock, Karen Hochster directly beneficially owns 50,000 shares of Common Stock, Thomas B. Akin directly beneficially owns 1,699,860 shares of Common Stock, this includes (a) 1,409,860 of Common Stock held by the Reporting Person Thomas B. Akin (b) 140,000 shares of Common Stock that the Reporting Person Thomas B. Akin has the right to acquire on or after October 19, 2024 and prior to October 19, 2029, pursuant to the exercise of 140,000 Warrants and (c) 150,000 shares of Common Stock that Reporting Person Thomas B. Akin has the right to acquire on or after November 27, 2024 and prior to November 27, 2027 pursuant to the exercise of 150,000 Warrants. | |
| (b) | Percent of class:
12.48%
The percentage is based on 14,026,030 shares of Common Stock issued and outstanding as of July 28, 2025, as reported in form 10K filed with the Securities and Exchange Commission (the "Commission") on July 29, 2025 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,699,860 | ||
| (ii) Shared power to vote or to direct the vote:
50,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,699,860 | ||
| (iv) Shared power to dispose or to direct the disposition of:
50,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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