Form 8-K

8-K — Nakamoto Inc.

Accession: 0001493152-26-038468

Filed: 2026-08-14

Period: 2026-08-13

CIK: 0001946573

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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): August 13, 2026

Nakamoto

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-42103

84-3829824

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

Number)

300

10th Ave South, Nashville, TN

37203

(Address of Principal Executive

Offices)

(Zip Code)

(615)

676-8668

(Registrant’s

telephone number, including area code)

N/A

(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))

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

NAKA

The Nasdaq Stock Market

LLC

Tradeable Warrants to purchase

shares of Common Stock, par value $0.001 per share

NAKAW*

OTC Pink Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☒

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. ☐

*The

registrant’s tradeable warrants trade over-the-counter on OTC Pink Market operated on the OTC Markets under the trading symbol

“NAKAW”.

Item

2.02 Results of Operations and Financial Condition.

August 13, 2026, Nakamoto Inc., a Delaware corporation (the “Company”), issued a press release announcing the Company’s

financial results for the fiscal quarter ended June 30, 2026.

The

information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. The

information contained in this Item 2.02 and Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement

or other document filed pursuant to the Securities Act of 1933, as amended.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release of Nakamoto Inc., dated August 13, 2026

104

Cover Page Interactive Data File (embedded with the

inline XBRL document)

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, hereunder duly authorized.

NAKAMOTO

INC.

Dated: August 14, 2026

By:

/s/

Teresa Gendron

Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Nakamoto

Reports Second Quarter 2026

Financial

and Operating Results

First

Full Quarter as an Integrated Bitcoin Company Highlights Early Execution, Product Innovation, and Growing Institutional Engagement

NASHVILLE,

Tenn. – August 13, 2026: Nakamoto Inc. (NASDAQ: NAKA) (“Nakamoto” or the “Company”), a Bitcoin

company that owns and operates a portfolio of Bitcoin-native enterprises, today announced its financial and operating results for the

second quarter ended June 30, 2026.

“This

was Nakamoto’s first full quarter operating as a combined company, with our media, asset management, and advisory businesses working

together,” said David Bailey, Chairman and Chief Executive Officer of Nakamoto. “While our GAAP results reflect significant

non-cash charges from goodwill impairment and the decline in Bitcoin’s price, this quarter we delivered the first positive adjusted

operating income since Nakamoto became a Bitcoin operating company. We hosted the largest Bitcoin gathering in the world, guided the

210k Capital Fund to complete the first cleared Bitcoin Depositary Receipt trade through prime brokerage and DTCC settlement, and strengthened

our capital structure by reducing debt by approximately $45 million. Nakamoto enters the second half with a stronger balance sheet, a

focused strategy, and businesses built to lead the Bitcoin economy.”

2026 Financial Highlights

● Reported

total operating revenue of $35.9 million, including:

○ $25.6

million from Media & Information Services and Asset Management businesses

○ $10.4

million from Bitcoin treasury and derivatives strategy

● Reported

operating loss of $149.1 million, primarily driven by:

○ $105.2

million of non-cash goodwill impairment charges

○ The

goodwill impairment is a non-cash charge reflecting a lower valuation of the acquired businesses

amid the broader digital asset market decline. Even after this adjustment, the carrying value

of the acquired businesses remains approximately in line with the consideration paid at acquisition.

○ $48.7

million of mark-to-market losses on our digital assets primarily associated with Bitcoin

● Reported

adjusted operating income of $7.3 million, primarily driven by:

○ $10.4

million from Bitcoin derivatives revenue

○ $3.6

million of adjusted operating income from Media & Information Services related to the

success of the Bitcoin 2026 flagship conference (“Bitcoin 2026”)

● Reported

net loss of $133.0 million, or $6.65 per diluted share, due primarily to non-cash goodwill

impairment and mark to market losses on digital assets

● Reduced

outstanding debt by approximately 45 million USDT and extended approximately 105 million

USDT of principal to June 30, 2027 under the Company’s refinanced loan terms

● Held

4,467 Bitcoin as of June 30, 2026, with an aggregate fair value of approximately $261.5 million

at quarter-end

2026 Operational Highlights

● Nakamoto:

○ Completed

the closure of the Company’s legacy healthcare clinics on June 19, 2026, marking Nakamoto’s

full transition into a Bitcoin operating company

○ Reduced

outstanding debt by approximately $45 million, and extended a portion of our loan to June

30, 2027

○ Authorized

a share repurchase program of up to $25 million, reflecting the Board’s confidence

in the Company’s intrinsic value and long-term growth prospects

○ Appointed

Chief Investment Officer, Tyler Evans, to Nakamoto’s Board of Directors (“Board”),

further strengthening the Board’s expertise in Bitcoin-native capital markets, asset

management, and strategic capital allocation

● UTXO

Management GP, LLC (“UTXO”):

○ Formed

UTXO Preferred Income Strategies LP, UTXO’s first structured credit product, establishing

a flexible institutional fund structure that expands the firm’s product capabilities

and provides foundational infrastructure for the development of additional investment products

○ As

investment manager, UTXO guided the 210k Capital Fund to complete the first cleared Bitcoin

Depositary Receipt trade through traditional prime brokerage and DTCC settlement infrastructure,

marking a historic milestone in integrating Bitcoin investment products into established

financial markets and demonstrating UTXO’s ability to develop innovative institutional

structures

○ UTXO’s

actively managed Bitcoin fund, 210k Capital, generated a loss of 5% on assets under management

during the quarter, compared with a 14% decline for Bitcoin over the same period, demonstrating

the fund’s ability to preserve capital and outperform the underlying asset during a

volatile market environment

● BTC

Inc.

○ Bitcoin

2026 generated total revenue of $22.6 million. The Company notes that conference revenue

has historically tracked the Bitcoin market cycle; the Company believes the appropriate benchmark

is the Bitcoin 2023 flagship conference (“Bitcoin 2023”) which earned revenue

of $13.1 million. Bitcoin 2023 was the last conference held during a comparable drawdown,

when Bitcoin was trading at approximately 60% below the previous all-time high. Against that

benchmark, 2026 revenue grew approximately 73%, representing a three-year compounded annual

growth rate of approximately 20% across a full market cycle. In the Company’s view,

this cycle-adjusted comparison better reflects the structural growth of the conference franchise.

○ Launched

the inaugural Deal Day at this year’s Bitcoin Conference, creating a curated forum

to connect institutional investors, bankers, and operators to strengthen relationships and

facilitate actionable deal flow across the Bitcoin and broader digital asset ecosystem

○ Expanded

Bitcoin for Corporations’ institutional events platform through the inaugural BFC in

NYC symposium, which convened approximately 250 corporate executives, capital allocators,

and Bitcoin-industry decision-makers

○ Announced

BM TV (Bitcoin Magazine TV), a daily live broadcast network designed to expand Bitcoin Magazine’s

video media capabilities, increase year-round sponsorship inventory, and deliver institutional-focused

coverage of Bitcoin, global markets, geopolitics, and frontier technology across multiple

digital platforms

2026 Financial Summary

($ in thousands)

For the Three Months Ended

June 30,

2026

2025

Total operating revenues

$ 35,869

$ -

Operating loss (GAAP)

(149,079 )

Adjusted operating income (non-GAAP)

7,290

Media

& Information Services:

● Revenue

of $25.1 million, including $24.4 million from media and $0.7 million from advisory services

● Operating

loss of $75.8 million, $80.6 million of which was a non-cash goodwill impairment charge

Results

reflect:

● $22.6

million of revenue generated by Bitcoin 2026

● Growth

in Bitcoin for Corporations subscription revenue to $0.7 million

● Expanded

institutional and year-round engagement through the inaugural Deal Day, two Bitcoin for Corporations

Symposiums, and continued investment in Bitcoin Magazine TV and other recurring revenue opportunities

Asset

Management:

● Revenue

of $0.5 million; no performance fees were recognized during the quarter

● Operating

loss of $25.6 million, $24.6 million of which was a non-cash goodwill impairment charge

Results

reflect:

● Management

fee revenue impacted by reduced asset values and volatile market conditions

Bitcoin

Operations:

● Revenue

of $10.4 million from the Company’s Bitcoin treasury and derivatives strategy; this

includes both gains and losses from the active management of derivatives

● Operating

loss of $41.1 million

Results

reflect:

● Derivative

revenue of $9.3 million from mitigating a portion of our downside exposure to Bitcoin through

protective strategies and $1.2 million of derivative revenue from our ongoing strategy of

capturing income from the volatility of Bitcoin

● Mark-to-market

losses of $48.6 million associated with Bitcoin holdings and a loss of $2.2 million associated

with strategic investments

Other:

● Primarily

reflects corporate overhead and advisory-related services conducted through Nakamoto Advisory

Discontinued

Operations:

● During

the second quarter of 2026 we shut down our healthcare operations and reclassified current

and prior year healthcare financial results to discontinued operations

● We

do not expect there to be significant expenses in future quarters

Liquidity

Highlights

During

the second quarter of 2026, Nakamoto paid down 45 million USDT of its Bitcoin-backed loan. The repayment was funded mainly through $48

million of net proceeds from the sale of approximately 600 Bitcoin and certain derivative positions. The company was able to reduce its

interest expense and reduce leverage while preserving the majority of its Bitcoin holdings. Nakamoto had a Net Leverage – Digital

Assets Ratio as of June 30, 2026 of 56%, had cash and cash equivalents of $19.1 million, and total debt of $164.7 million.

During

the quarter, Nakamoto actively managed its Bitcoin as both a long-term treasury reserve asset and a component of its operating, financing

and income-generating strategies. As of June 30, 2026, the Company held approximately 4,467 Bitcoin with an aggregate fair value of approximately

$261.5 million.

Enterprise

Value: As of June 30, 2026, the Company’s enterprise value was $216.3 million, calculated as market capitalization of $70.7

million based on common shares outstanding and our stock price of $3.95, plus notes payable of $164.7 million, less cash and cash equivalents

of $19.1 million. Enterprise value is a market-based valuation reference, is not a measure of financial position prepared in accordance

with GAAP, and is not intended as a substitute for any GAAP measure.

Issued and Outstanding: As of June 30, 2026, Nakamoto’s shares outstanding were 17,894,943 and fully diluted shares outstanding

were 22,361,728.

About

Nakamoto Inc.

Nakamoto

Inc. (NASDAQ: NAKA) is a Bitcoin company that owns and operates a global portfolio of Bitcoin-native enterprises spanning media &

information services, asset management & financial services, and consulting & advisory services. Nakamoto is the parent company

of BTC Inc, the world’s leading Bitcoin media enterprise behind Bitcoin Magazine, The Bitcoin Conference, and Bitcoin

for Corporations, and of UTXO Management, a Bitcoin-native asset manager focused on public and private market investments across

the Bitcoin ecosystem. For more information, visit nakamoto.com.

Forward

Looking Statements

All

statements, other than statements of historical fact, included in this press release that address activities, events or developments

that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements, as defined under U.S.

federal securities laws. Forward-looking statements can be identified by the use of words such as “estimate,” “project,”

“predict,” “believe,” “expect,” “anticipate,” “potential,” “create,”

“intend,” “could,” “would,” “may,” “plan,” “will,” “guidance,”

“look,” “goal,” “future,” “build,” “focus,” “continue,” “strive,”

“allow,” “seek,” “see,” “aim,” “target,” or the negative of such terms or

other variations thereof. However, the absence of these words does not mean that the statements are not forward-looking.

Forward-looking

statements in this press release include, but are not limited to, statements regarding: the anticipated benefits, synergies, and strategic

impact of the acquisitions of BTC Inc. and UTXO Management; the integration of acquired businesses and expected integration costs and

timelines; the Company’s Bitcoin treasury and asset management strategy, including the deployment and management of its Bitcoin

holdings; the Company’s Bitcoin derivatives program, including the expected generation of yield on treasury assets, capital efficiency,

and the effectiveness of hedging strategies; capital allocation plans; the timing, manner, amount and completion of repurchases, if any,

under the Company’s 2026 Repurchase Program; any remaining costs or liabilities associated with the closure of our legacy healthcare

operations; expectations regarding the scaling of operating businesses and expansion of revenue opportunities; the Company’s financial

outlook, strategic initiatives, business plans, and growth strategies; and anticipated operational performance for future periods. These

forward-looking statements are inherently uncertain and involve numerous assumptions and risks. Factors that could cause actual results

to differ materially from those projected include, but are not limited to: (i) the volatility of Bitcoin prices and its impact on the

Company’s financial results, including mark-to-market gains and losses on Bitcoin holdings; (ii) the acquisitions of BTC Inc. and

UTXO Management may not provide the anticipated benefits, including the inability of the acquired businesses to maintain or grow their

current levels of earnings, the Company’s inability to successfully realize cross-selling opportunities, or difficulties and unanticipated

costs relating to integration; (iii) risks related to the Company’s existing indebtedness, including near-term debt maturities,

collateral-maintenance requirements, the risk of margin or collateral calls and forced liquidation of pledged Bitcoin, covenant compliance,

and cross-default risk; (iv) the performance of the Company’s Bitcoin derivatives strategy and the risk that hedging or income

strategies do not perform as expected; (v) assumptions underlying the Company’s goodwill and asset impairment analyses; (vi) the

seasonality and cyclicality of the Company’s conference and events business; (vii) the performance of, and redemptions from, funds

managed by the Company’s asset-management business; (viii) the Company’s ability to execute on new products and initiatives;

(ix) regulatory developments affecting digital assets and the Company’s business operations; (x) the Company may not repurchase

any shares under the 2026 Repurchase Program; and (xi) other important factors detailed in the “Risk Factors” section of

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by the Company’s Quarterly

Reports on Form 10-Q, Current Reports on Form 8-K, and other documents that are filed, or will be filed, with the SEC and that are or

will be available on the Company’s website at www.nakamoto.com and on the website of the SEC at www.sec.gov.

All

forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate.

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company does not undertake any obligation

to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required

by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the

date hereof. Nothing contained herein constitutes an offer to buy or sell securities of Nakamoto or any other party, nor does it constitute

a solicitation of any proxy or vote. Past performance is not indicative of future results.

Non-GAAP

Financial Measures

This

press release presents three supplemental measures: adjusted operating income (loss), net leverage – digital asset ratio and fully

diluted shares outstanding. We define Adjusted operating income (loss) as GAAP operating income (loss) adjusted to exclude the change

in fair value of digital assets, impairment of goodwill, (gain) loss on investments, transaction-related general and administrative expenses,

depreciation and amortization, and transaction-related compensation. Management uses Adjusted operating income (loss) to evaluate the

operating performance of its businesses apart from these items; because the measure excludes items that can be significant, it has material

limitations, should not be viewed in isolation, and should be considered together with GAAP operating income (loss). We define net leverage

– digital asset ratio as net debt divided by digital assets, where net debt consists of notes payable, net, less cash and cash

equivalents. We define fully diluted shares outstanding as common shares outstanding and all options, warrants, holdback shares for the

BTC Inc. and UTXO Management acquisitions, restricted stock units and shares to be issued upon delivery of letters of transmittal from

BTC Inc. stockholders.

Management

uses adjusted operating income (loss), to assess the operating results of our businesses without the effects changes in the fair value

of our digital asset holdings, goodwill impairment, gains and losses on investments, depreciation and amortization and transaction-related

items, and believes it is useful to investors for that purpose. Adjusted operating income (loss) excludes changes in the fair value of

our digital asset holdings and gains and losses on investments but includes derivative revenue, which itself may be affected by movements

in the price of Bitcoin. Management uses net leverage – digital asset ratio to assess the coverage of our borrowings by our digital

asset holdings net of cash on hand and to monitor the relationship between the Company’s indebtedness and its digital asset holdings;

however, this measure has significant limitations because a substantial portion of the Company’s Bitcoin is pledged as collateral

and subject to contractual transfer restrictions and because the digital assets in the denominator are subject to significant price volatility,

and it is not a measure of the Company’s ability to satisfy its obligations.

Non-GAAP

financial measures are financial measures that are derived from consolidated financial statements, but that are not presented in accordance

with generally accepted accounting principles in the United States (“GAAP”). Non-GAAP financial measures are subject to material

limitations as they are not measurements prepared in accordance with GAAP, and are not a substitute for such measurements. We use these

non-GAAP financial measures and other key metrics internally to facilitate analysis of our financial and business trends and for internal

planning and forecasting purposes. We believe these non-GAAP financial measures, when taken collectively, may be helpful to investors

because they facilitate period-to-period comparison of our operating results by excluding the items described above, which vary in amount

and timing between periods. However, non-GAAP financial measures have limitations as an analytical tool and are presented for supplemental

informational purposes only. They should not be considered in isolation from, or as a substitute for, financial information prepared

in accordance with GAAP. In particular, other companies, including companies in our industry, may report adjusted operating income (loss),

net leverage – digital asset ratio and similar supplemental share counts, or similarly titled measures but calculate them differently,

which reduces their usefulness as comparative measures. For a reconciliation of these non-GAAP financial measures to the most directly

comparable GAAP financial measures, see the reconciliations included herein.

Other

Financial Disclosures

References

to Bitcoin 2023 flagship conference revenue were derived from the audited financial statements of BTC Inc. for the fiscal year ending

December 31, 2023.

Media

Contact

Carissa

Felger / Sam Cohen

Gasthalter

& Co.

(212)

257-4170

Nakamoto@gasthalter.com

Investor

Relations Contact

Steven

Lubka

of Investor Relations

(615)

701-8889

Investors@nakamoto.com

Statement

of Operations

(In thousands, except per share amounts)

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

(unaudited)

2026

2025

2026

2025

Operating revenues:

Media

$ 24,055

$ -

$ 24,464

$ -

Advisory

930

1,440

Asset management

466

675

Derivative

10,418

11,489

Total operating revenues

35,869

38,068

Operating expenses:

Cost of revenue

15,129

15,361

Compensation

9,588

16,099

General and administrative

4,697

14,248

Depreciation and amortization

2,432

3,529

Impairment of goodwill

105,176

Loss on change in fair value of digital assets

48,711

151,196

(Gain) loss on investments

(785 )

7,100

Total operating expenses

184,948

312,709

Operating loss

(149,079 )

(274,641 )

Non-operating income (expense):

Other income, net

472

277

Interest expense

(4,016 )

(8,236 )

Change in fair value of call option asset - related party

(107,744 )

Total non-operating income (expense)

(3,544 )

(115,703 )

Net loss from continuing operations before benefit from income taxes

(152,623 )

(390,344 )

Benefit from income taxes

21,424

Net loss from continuing operations

(131,199 )

(368,920 )

Net loss from discontinued operations

(1,798 )

(2,414 )

(2,853 )

(3,452 )

Net loss

$ (132,997 )

$ (2,414 )

$ (371,773 )

$ (3,452 )

Net loss per common stock - basic and diluted

Net loss per common share - continuing operations

$ (6.56 )

$ -

$ (20.53 )

$ -

Net loss per common share - discontinued operations

$ (0.09 )

$ (14.20 )

$ (0.16 )

$ (21.44 )

Net loss per common share

$ (6.65 )

$ (14.20 )

$ (20.69 )

$ (21.44 )

Weighted average shares outstanding - basic and diluted

20,000

170

17,967

161

All

share and per-share amounts reflect the Company’s 1-for-40 reverse stock split effective May 22, 2026, and have been retroactively

adjusted for all periods presented.

Segments

($ in thousands)

For the Three Months Ended June 30, 2026

Media & Information Services

Asset Management

Bitcoin Operations

Other

Eliminations

Total

Operating revenues:

Media

$ 24,428

$ -

$ (373 )

$ 24,055

Advisory

714

216

930

Asset management

466

Derivative

10,418

Total operating revenues

25,142

466

10,418

216

(373 )

35,869

Operating expenses:

Cost of revenue

14,643

486

15,129

Compensation

5,721

433

3,348

9,588

General and administrative

1,157

321

171

3,421

(373 )

4,697

Depreciation and amortization

1,669

763

2,432

Impairment of goodwill

80,595

24,581

105,176

Loss on change in fair value of digital assets

104

48,607

48,711

(Gain) loss on investments

(2,947 )

2,162

(785 )

Total operating expenses

100,942

26,098

51,512

6,769

(373 )

184,948

Operating income (loss) (GAAP)

$ (75,800 )

$ (25,632 )

$ (41,094 )

$ (6,553 )

$ -

$ (149,079 )

Adjustments

Loss on change in fair value of digital assets

104

48,607

48,711

Impairment of goodwill

80,595

24,581

105,176

(Gain) loss on investments

(2,947 )

2,162

(785 )

Depreciation and amortization

1,669

763

2,432

Transaction-related compensation

835

Total adjustments

79,421

25,344

50,769

835

156,369

Adjusted operating income (loss) (non-GAAP)

$ 3,621

$ (288 )

$ 9,675

$ (5,718 )

$ -

$ 7,290

($ in thousands)

For the Six Months Ended June 30, 2026

Media & Information Services

Asset Management

Bitcoin Operations

Other

Eliminations

Total

Operating revenues:

Media

$ 24,905

$ -

$ (441 )

$ 24,464

Advisory

1,070

370

1,440

Asset management

675

Derivative

11,489

Total operating revenues

25,975

675

11,489

370

(441 )

38,068

Operating expenses:

Cost of revenue

14,720

641

15,361

Compensation

7,813

672

378

7,236

16,099

General and administrative

1,814

417

317

12,141

(441 )

14,248

Depreciation and amortization

2,436

1,093

3,529

Impairment of goodwill

80,595

24,581

105,176

Loss on change in fair value of digital assets

104

151,092

151,196

(Gain) loss on investments

(2,947 )

10,047

7,100

Total operating expenses

104,535

26,763

162,475

19,377

(441 )

312,709

Operating income (loss) (GAAP)

$ (78,560 )

$ (26,088 )

$ (150,986 )

$ (19,007 )

$ -

$ (274,641 )

Adjustments

Loss on change in fair value of digital assets

104

151,092

151,196

Impairment of goodwill

80,595

24,581

105,176

(Gain) loss on investments

(2,947 )

10,047

7,100

Transaction-related general and administrative

6,061

Depreciation and amortization

2,436

1,093

3,529

Transaction-related compensation

1,679

1,689

Total adjustments

80,188

25,674

161,149

7,740

274,751

Adjusted operating income (loss) (non-GAAP)

$ 1,628

$ (414 )

$ 10,163

$ (11,267 )

$ -

$ 110

Net

Leverage – Digital Assets Ratio

The

following table provides the calculation of our Net Leverage – Digital Assets Ratio:

($ in thousands)

As of June 30, 2026

Net debt:

Notes payable, net

$ 164,704

Less cash and cash equivalents

(19,072 )

Net debt

145,632

Digital assets

261,714

Net Leverage - Digital Assets Ratio

56 %

of June 30, 2026, 3,805 of our 4,467 Bitcoin are pledged as collateral for our note payable.

Reconciliation

of Common Shares Outstanding to Fully Diluted Shares Outstanding

The

following table presents a reconciliation of Common Shares Outstanding to Fully Diluted Shares Outstanding, the most directly comparable

GAAP measure:

June 30, 2026

Common Shares Outstanding (GAAP)

17,894,943

Options

1,772,158

Pre-Funded Warrants

1,092,624

Holdback Shares for BTC Inc and UTXO Acquisitions

687,089

Restricted Stock Units

485,779

Shares to be Issued Upon Letters of Transmittal

416,966

Cash Warrants - Tradeable

9,624

Cash Warrants - Non-Tradeable

2,545

Fully Diluted Shares Outstanding (non-GAAP)

22,361,728

All

share and per-share amounts reflect the Company’s 1-for-40 reverse stock split effective May 22, 2026, and have been retroactively

adjusted for all periods presented.

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Inc.

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10th Ave South

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