UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2026

U.S. GoldMining Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

001-41690

37-1792147

(Commission

File Number)

(IRS Employer

Identification No.)

1188 West Georgia Street, Suite 1830

Vancouver, BC, Canada, V6E 4A2

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (604) 388-9788

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	USGO	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00	USGOW	The Nasdaq Stock Market LLC

Item 8.01 Other Events.

On May 5, 2026, the Board of Directors of U.S. GoldMining Inc. (the “Company”) approved a further extension of the term of the warrants with an exercise price of $13.00 per share and initially issued on April 24, 2023 (the “Warrants”), from May 11, 2026, to May 22, 2026 (the “Termination Date”). As previously reported, on April 22, 2026, the Board of Directors previously extended the term of the Warrants from April 24, 2026, to May 1, 2026, and on April 27, 2026, the Board of Directors subsequently further extended the term of the Warrants from May 1, 2026, to May 11, 2026.

The Warrants shall continue trading on the Nasdaq Capital Market under the symbol “USGOW” until May 22, 2026, and may be exercised until such date. Other than the Termination Date, all other terms of the Warrants remain unchanged. Continental Stock Transfer & Trust Company shall remain as warrant agent with respect to the Warrants pursuant to the terms of that certain Warrant Agency Agreement, dated as of March 9, 2023, as amended on April 23, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 6, 2026	U.S. GOLDMINING Inc.

	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

U.S. GoldMining Inc. filed SEC Form 8-K: Other Events