| Item 1. | |
| (a) | Name of issuer:
U.S. GOLD CORP. |
| (b) | Address of issuer's principal executive
offices:
SUITE 102 - BOX 604, 1910 E IDAHO STREET, ELKO, NEVADA, 89801 |
| Item 2. | |
| (a) | Name of person filing:
Thomas B. Akin |
| (b) | Address or principal business office or, if
none, residence:
30 Liberty Ship Way, Suite 3110
Sausalito, CA 94965 |
| (c) | Citizenship:
United States of America |
| (d) | Title of class of securities:
COMMON STOCK, $0.001 PAR VALUE PER SHARE |
| (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); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (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); |
| (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). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
621,201. This includes (a) 596,201 shares of common stock held by the Reporting Person and (b) 25,000 shares of common stock that the Reporting Person has the right to acquire from the Issuer immediately or within sixty days of May 7, 2024, pursuant to the exercise of 25,000 Warrants. |
| (b) | Percent of class:
5.8. Percentage ownership based on 10,732,277 shares outstanding as of April 15, 2024, as reported in the Issuer's Form 8K filed April 18, 2024. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
621,201
|
| | (ii) Shared power to vote or to direct the
vote:
0
|
| | (iii) Sole power to dispose or to direct the
disposition of:
621,201
|
| | (iv) Shared power to dispose or to direct the
disposition of:
0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| 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
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)