USCB金融控股有限公司-美国存托股票招股说明书(2025-09-15版)

$100,000,000 Common StockPreferred StockDebt SecuritiesDepositary SharesWarrantsPurchase ContractsSubscription RightsUnits 9,004,218 shares ClassA Common StockOffered by the Selling Securityholders We may offer, issue and sell from time to time up to $100,000,000, together or separately, in one or more offerings, the above-referenced securities. In addition,the Selling Securityholders (as defined herein) identified in this prospectus may offer and sell from time to time up to 9,004,218 shares of our ClassA Common Stock.The securities we may offer may be convertible into or exchangeable for other securities. This prospectus describes some of the general terms that may apply to thesesecurities and the general manner in which they may be offered. Each time we offer any securities pursuant to this prospectus, we will provide you with a prospectussupplement that will describe the specific amounts, prices and terms of the securities being offered and the specific manner in which they may be offered. You shouldread this prospectus, the information incorporated by reference in this prospectus, the accompanying prospectus supplement, including any information incorporated byreference therein, and any applicable free writing prospectus carefully before you invest in the securities described in the applicable prospectus supplement. Our ClassA Common Stock is listed on the Nasdaq Stock Market (“Nasdaq”) and trades under the ticker symbol “USCB.” On May1, 2025, the last reported saleprice on Nasdaq of our ClassA common stock was $16.78 per share. We may offer and sell these securities to or through one or more underwriters, dealers and agents, directly to purchasers or through a combination of thesemethods, on a continuous or delayed basis from time to time. See “Plan of Distribution.” The names of any underwriters, dealers or agents involved in the distribution ofour securities, their compensation and any option they hold to acquire additional securities will be described in the applicable prospectus supplement. Net proceeds fromthe sale of securities will be set forth in the applicable prospectus supplement. Investing in our securities involves certain risks. Before buying our securities, you should carefully consider the risks described under thecaption “Risk Factors” beginning on page 8 of this prospectus, and in the documents incorporated by reference into this prospectus andincluded or incorporated by reference into. These securities are not savings accounts, deposits or other obligations of any of our bank andnon-banksubsidiaries and are not insured or guaranteedby the Federal Deposit Insurance Corporation or any other government agency. None of the U.S. Securities and Exchange Commission, any state securities commission, the Federal Deposit Insurance Corporation, the Board of Governors ofthe Federal Reserve System or any other regulatory body has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Anyrepresentation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS About this ProspectusWhere You Can Find More InformationForward-Looking StatementsProspectus SummaryRisk FactorsUse of ProceedsDescription of Common StockDescription of Preferred StockDescription of Debt SecuritiesDescription of Depositary SharesDescription of WarrantsDescription of Purchase ContractsDescription of Subscription RightsDescription of UnitsSelling SecurityholdersPlan of DistributionLegal MattersExperts Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-3that we filed with the U.S. Securities and Exchange Commission (“SEC”), using a“shelf” registration process. Under this shelf registration statement, we may offer and sell from time to time, separately or together, any combination ofour common stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts, subscription rights and units in one or moreofferings at an aggregate offering price of up to $100,000,000. The preferred stock, debt securities, warrants, purchase contracts, subscription rights andunits may be convertible into, or exercisable or exchangeable for, our common or preferred stock or other securities issued by us, or debt or equitysecurities issued by one or more other entities. In addition, the registration statement of which this prospectus is a part covers an aggregate of 9,004,218unregistered shares of our voting common stock converted and/or exchange from the securities that U.S. Century Bank (the “Bank”) sold to PatriotFinancial Partners II, L.P. (“Patriot II”), Patriot Financial Partners Parallel II, L.P. (“Patriot Parallel II”, and collectively with “Patriot II”, “Patriot,”) andPriam Capital Fund II, LP (“Priam,” and together with Patriot, each a “Significant Investor” and, collectively, the “Significant Investors”; Patriot II,Patriot Parallel II and Priam, each a “Selling Securityholder” and, collectiv