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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. 10)*
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U.S. GOLD CORP. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
90291C201 (CUSIP Number) |
12/31/2025 (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
AIMS Asset Management Sdn Bhd | ||||||||
| 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
MALAYSIA
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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
721,807.00 | ||||||||
| 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)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: (1) This Schedule is filed jointly by AIMS Asset Management Sdn. Bhd. ("AIMS") and Seraya Investment Pte. Ltd. ("Seraya") on behalf of their fund under management, Phoenix Gold Fund Ltd ("Phoenix"). The securities reported herein are beneficially owned by Phoenix.
(2) This Amendment No. 10 is being filed to report that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Class of securities reported herein. As of December 31, 2025, the Reporting Persons beneficially own 721,807 shares, representing approximately 4.4% of the Class. The securities reported is inclusive of 249,929 common shares beneficially owned through the ownership of warrants exercisable within 60 days. The percentage is calculated based on 16,312,361 shares outstanding.
(3) This amendment is also filed to clarify the characterisation of voting and dispositive power. While AIMS and Seraya may exercise independent authority over the shares, because more than one person has the power to direct the voting and disposition of the same shares, such power is reported herein as shared. This update is a clarification and does not reflect any change in the total number of shares beneficially owned.
SCHEDULE 13G
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| CUSIP No. | 90291C201 |
| 1 | Names of Reporting Persons
Seraya Investment Pte. Ltd. | ||||||||
| 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
SINGAPORE
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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
721,807.00 | ||||||||
| 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)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: (1) This Schedule is filed jointly by AIMS Asset Management Sdn. Bhd. ("AIMS") and Seraya Investment Pte. Ltd. ("Seraya") on behalf of their fund under management, Phoenix Gold Fund Ltd ("Phoenix"). The securities reported herein are beneficially owned by Phoenix.
(2) This Amendment No. 10 is being filed to report that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Class of securities reported herein. As of December 31, 2025, the Reporting Persons beneficially own 721,807 shares, representing approximately 4.4% of the Class. The securities reported is inclusive of 249,929 common shares beneficially owned through the ownership of warrants exercisable within 60 days. The percentage is calculated based on 16,312,361 shares outstanding.
(3) This amendment is also filed to clarify the characterisation of voting and dispositive power. While AIMS and Seraya may exercise independent authority over the shares, because more than one person has the power to direct the voting and disposition of the same shares, such power is reported herein as shared. This update is a clarification and does not reflect any change in the total number of shares beneficially owned.
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, SUITE 102 - BOX 604, ELKO, NEVADA, 89801. | |
| Item 2. | ||
| (a) | Name of person filing:
1) AIMS Asset Management Sdn. Bhd.
2) Seraya Investment Pte. Ltd. | |
| (b) | Address or principal business office or, if none, residence:
1) Suite 10.3, West Wing, Rohas Tecnic, No.9 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia.
2) 7 Purvis Street, #03-01 188586, Singapore | |
| (c) | Citizenship:
1) AIMS Asset Management Sdn. Bhd. is a private limited company formed under the laws of Malaysia.
2) Seraya Investment Pte. Ltd. is a private limited company formed under the laws of Singapore. | |
| (d) | Title of class of securities:
Common Stock | |
| (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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1) Fund Management Company licensed by the Securities Commission of Malaysia
2) Fund Management Company licensed by the Monetary Authority of Singapore | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
721,807 | |
| (b) | Percent of class:
4.4 %
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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:
0 | ||
| (ii) Shared power to vote or to direct the vote:
721,807 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
721,807 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| 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 foreign regulatory scheme applicable to fund management companies licensed in Malaysia and Singapore is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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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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