8-K

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

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

U.S.GoldMining Inc.

(Exactname of registrant as specified in its charter)

Nevada

(Stateor other jurisdiction of incorporation)

1188West Georgia Street, Suite 1830

Vancouver, BC, Canada, ### V6E4A2

(Addressof principal executive offices) (Zip Code)

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

NotApplicable

(Formername 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:

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:

Item8.01 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.