Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 under "Second Addendum to Master Loan Agreement" of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Second Addendum to Master Loan Agreement
On October 12, 2026, USBC, Inc. (the "Company") entered into a Second Addendum to Master Loan Agreement (the "Second Addendum") with Payward Interactive, Inc. (the "Lender"), amending its previously disclosed Master Loan Agreement dated March 18, 2026 (the "MLA").
The Second Addendum increases the aggregate borrowing commitment under the MLA from $25.0 million to $40.0 million, subject to the terms and conditions of the MLA and the execution of individual loan term sheets. As of the effective date of the Second Addendum, the aggregate principal amount outstanding under the MLA was $21.0 million. As a result of the Second Addendum, an aggregate of $19.0 million remains available for borrowing, subject to applicable borrowing conditions and collateral requirements.
The Second Addendum replaces the previous addendum to the MLA in its entirety, without affecting the existing outstanding borrowings, which remain subject to their respective terms and conditions.
Borrowings under the MLA are secured by Bitcoin collateral held in custody with an affiliate of the Lender, Payward Financial, Inc., and remain subject to collateral maintenance requirements, including specified margin requirements and liquidation rights in the event of a collateral shortfall.
The foregoing description of the Second Addendum does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Addendum, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment to Account Control Agreement
In connection with the Second Addendum, on October 12, 2026, the Company also amended its existing account control agreement governing the Bitcoin collateral securing borrowings under the MLA (the "ACA Amendment").
The ACA Amendment expands the Company's existing collateral arrangement to provide for cross-collateralization of obligations under the MLA and certain digital asset derivative transactions. Under the amended collateral arrangements, Bitcoin collateral securing borrowings under the MLA may also secure obligations arising from such digital asset derivative transactions, and collateral posted in connection with such digital asset derivative transactions may also secure obligations under the MLA. Upon the occurrence of specified events of default, collateral may be applied to satisfy obligations under the applicable agreements in accordance with their terms.