U.S. GoldMining Inc 2025年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________to _______ Commission File Number:001-41690 U.S. GOLDMINING INC.(Exact name of registrant as specified in its charter) Nevada37-1792147(State or other jurisdiction of(I.R.S. Employer incorporation of organization)Identification No.) 1188 West Georgia Street, Suite 1830, Vancouver, BC, CanadaV6E 4A2(Address of principal executive offices)(Zip Code) (604) 388-9788(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.001 per shareUSGOThe Nasdaq Capital MarketWarrants, each warrant exercisable for one share ofCommon Stock at an exercise price of $13.00USGOWThe Nasdaq Capital Market Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”,and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2025, based ona closing price per share of $8.20 was $20,587,453. Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 13,322,293shares of common stock, par value $0.001 per share, outstanding as of March 20, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement relating to the registrant’s 2026 annual meeting of stockholders are incorporated by reference inPart III of this Annual Report on Form 10-K. The proxy statement will be filed with the Securities and Exchange Commission no later than120 days after the conclusion of the registrant’s fiscal year ended December 31, 2025. If such proxy statement is not filed on or before suchdate, the information called for by Part III will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date. TABLE OF CONTENTS PART I6Item 1.Business6Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments.22Item 1C.Cybersecurity22Item 2.Properties23Item 3.Legal Proceedings36Item 4.Mine Safety Disclosures36PART II37Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities37Item 6.[Reserved]37Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations38Item 7A.Quantitative and Qu