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Form 8-K

sec.gov

8-K — Nakamoto Inc.

Accession: 0001493152-26-013693

Filed: 2026-03-31

Period: 2026-03-30

CIK: 0001946573

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

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Filename: form8-k.htm · Sequence: 1

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2026-03-30

2026-03-30

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2026-03-30

2026-03-30

0001946573

NAKA:TradeableWarrantsToPurchaseSharesOfCommonStockParValue0.001PerShareMember

2026-03-30

2026-03-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C.

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): March 30, 2026

Nakamoto

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-42103

84-3829824

(State

or other jurisdiction

of

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 CFR240.14d-2(b))

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 ☒

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. ☐

Item

2.02. Results of Operations and Financial Condition.

On

March 30, 2026, Nakamoto Inc., a Delaware corporation (the “Company”) issued a press release, announcing the Company’s

financial results for the fiscal quarter and year ended December 31, 2025.

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

of Exhibit

99.1

Press Release of Nakamoto Inc.

104

The

cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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:

March 30, 2026

By:

/s/

Teresa Gendron

Teresa Gendron

Chief Financial Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Nakamoto

Reports Fourth Quarter and Full Year 2025 Results; Provides Update on Bitcoin Strategy

Built

Scalable Bitcoin Operating Company Combining Treasury, Media, Asset Management and Advisory Capabilities

NASHVILLE,

Tenn. – March 30, 2026: Nakamoto Inc. (NASDAQ: NAKA) (“Nakamoto” or the “Company”), today announced

its financial and operating results for the fourth quarter and full year ended December 31, 2025, along with an update on its Bitcoin

strategy and recent developments.

Since

launching its Bitcoin strategy in August 2025, Nakamoto has focused on a clear objective: to build a scalable operating company with

a Bitcoin treasury as a foundation. Over the past six months, the Company has executed a series of foundational initiatives to position

itself as a leading Bitcoin-native company. These efforts have transformed Nakamoto into a vertically integrated operating business with

diversified, revenue-generating businesses designed to support long-term growth and compound shareholder value.

Operational

Highlights Since Launch of Bitcoin Strategy

● Transformation

into a Bitcoin operating company through the merger of Nakamoto Holdings Inc. and KindlyMD

Inc, launching our long-term strategy.

● Establishment

of a strategic Bitcoin treasury, positioning Bitcoin as a core reserve asset and foundational

component of the Company’s capital strategy.

● Completion

of the corporate rebrand to Nakamoto Inc., aligning the Company’s identity with its

evolution into a Bitcoin-native operating business.

● Expansion

beyond a treasury-focused model into a multi-vertical operating business, including:

◌ Acquisition

of BTC Inc (February 2026), providing a leading media and events company within the Bitcoin

ecosystem.

◌ Acquisition

of UTXO Management (February 2026), adding asset management and capital allocation capabilities

across public and private markets.

● Development

of an integrated Bitcoin ecosystem, spanning media & information services, asset management

& financial services, and advisory & consulting services, designed to generate recurring

revenue and support continued growth across the verticals.

● Initiation

of the orderly exit of legacy Healthcare Operations, expected to reduce operating losses

and streamline Nakamoto’s operating structure.

● Completion

of a share repurchase program, purchasing 2,332,206 shares of common stock reflecting management’s

confidence in the long-term value of the business.

● Enhancement

of executive leadership with the appointment of experienced public company executives, including

Teri Gendron as Chief Financial Officer and Treasurer and John Dalton as Chief Accounting

Officer and Controller, enhancing the Company’s financial reporting, capital markets

capabilities, and operational discipline.

“Nakamoto

Holdings entered 2025 with the mandate to launch a public, Bitcoin-native enterprise and executed that vision through the merger with

KindlyMD in August 2025,” said David Bailey, Chief Executive Officer of Nakamoto. “Our first year was dedicated to assembling

that engine. We established a robust Bitcoin treasury, built a scalable capital strategy, and, with the acquisitions of BTC Inc and UTXO,

transitioned into a fully integrated Bitcoin operating business with the scale and infrastructure to drive sustained growth.”

“The

next phase of Nakamoto will be defined by execution. We are focused on completing the integration of our acquisitions, driving operating

leverage, and scaling our company through expanded products, services, and growth initiatives across each of our verticals. At the same

time, we will continue to evaluate high-conviction M&A opportunities that align with our strategy and strengthen our operating capabilities.

Our objective is to build a scalable operating company that can allocate capital effectively, adapt to evolving market dynamics, and

grow alongside the broader digital asset economy. We remain committed to Bitcoin as a long-term strategic asset and are focused on growing

our treasury in a disciplined and capital-efficient manner.”

Strategic

Transformation and Bitcoin Operating Company Development

Nakamoto’s

execution over the second half of 2025 reflects a strategic shift under the Company’s new leadership team toward the development

of a scalable, Bitcoin-native operating business. In the third quarter of 2025, the Company completed a successful fundraising and the

merger with Nakamoto Holdings and KindlyMD. In early 2026, the Company rebranded to Nakamoto, signaling the alignment of the public market

business with the long-term Bitcoin strategy.

As

of February 2026, Nakamoto completed the acquisitions of BTC Inc and UTXO Management. Together, these businesses form an integrated business

spanning media, asset management, and advisory services. These verticals are unified in a single operating business with shared infrastructure

and governance, designed to generate recurring earnings and support long-term growth. Nakamoto expects operating cash flow to be reinvested

into operating business & product expansion, strategic investments, and Bitcoin accumulation, enhancing capital allocation flexibility

and balance sheet efficiency over time.

Amanda

Fabiano, Nakamoto’s Chief Operating Officer, added, “The foundation we developed in 2025 positions us to shift from buildout

to execution. Our focus now is on strengthening our operating businesses, scaling revenue-generating initiatives, and building infrastructure

for a unified Bitcoin company. By combining operating income with disciplined capital allocation, we aim to reinvest into growth initiatives

and Bitcoin accumulation while strengthening Nakamoto over time.”

Over

the past year, Nakamoto has taken deliberate steps to design its operations and balance sheet to support its long-term strategy. The

Company is exiting its legacy Healthcare Operations, which is expected to reduce operating losses, while establishing a dedicated U.S.

dollar operating reserve to fund near-term activities. These actions will enable Nakamoto to support operations while maintaining its

core Bitcoin treasury, positioning the Company for more disciplined growth going forward.

Transition

to Execution Phase

With

the foundational buildout of the Company largely complete, Nakamoto is entering its next phase focused on execution, integration, and

operating leverage. The Company expects to:

● Reduce

operating losses following the exit of its legacy Healthcare Operations;

● Increase

contribution from operating businesses, including BTC Inc and UTXO; and

● Recognize

greater alignment between operating cash flow, capital allocation, and Bitcoin accumulation.

Financial

Summary

The

Company’s 2025 results reflect a period of significant transformation, including the buildout of its Bitcoin treasury and operating

business. Reported losses were primarily driven by non-cash changes in the fair value of digital assets and investments, as well as expenses

associated with strategic transactions. As Nakamoto completes the integration of its new subsidiaries and streamlining of cost structure,

management expects improved operating performance and long-term value creation.

For the Quarter Ended December 31, 2025

For the Quarter Ended December 31, 2024

Bitcoin Operations

Healthcare Operations

Other

Total

Bitcoin Operations

Healthcare Operations

Other

Total

Revenue

$ -

$ 444,924

$ -

$ 444,924

$ -

$ 603,887

$     -

$ 603,887

Operating expenses:

Compensation

116,662

280,481

2,232,877

2,630,020

-

913,591

-

913,591

General and administrative

536,493

469,943

4,059,264

5,065,700

-

647,200

-

647,200

Other operating expenses

-

40,040

-

40,040

-

65,729

-

65,729

Loss on change in fair value of digital assets

142,577,674

-

-

142,577,674

-

-

-

-

Loss on investments

10,846,176

-

-

10,846,176

-

-

-

-

Total operating expenses

154,077,005

790,464

6,292,141

161,159,610

-

1,626,520

-

1,626,520

Operating loss (GAAP)

(154,077,005 )

(345,540 )

(6,292,141 )

(160,714,686 )

-

(1,022,633 )

-

(1,022,633 )

Adjustments

Loss on change in fair value of digital assets

142,577,674

-

-

142,577,674

-

-

-

-

Loss on investments

10,846,176

-

-

10,846,176

-

-

-

-

Transaction-related compensation

31,250

230,319

594,649

856,218

-

-

-

-

Transaction-related general and administrative

-

65,476

1,156,045

1,221,521

-

-

-

-

Total adjustments

153,455,100

295,795

1,750,694

155,501,589

-

-

-

-

Adjusted operating loss (non-GAAP)

(621,905 )

(49,745 )

(4,541,447 )

(5,213,097 )

-

(1,022,633 )

-

(1,022,633 )

Fourth

Quarter 2025 Highlights

Bitcoin

Operations:

● Loss

on changes in fair value of digital assets of $142.6 million reflects the decline in the

value of Bitcoin from $114,078 as of September 30, 2025, to $87,519 as of December 31, 2025;

● Loss

on investments of $10.8 million primarily relates to the decline in value of the Company’s

Metaplanet Bitcoin-related investment.

Healthcare

Operations:

● Continued

operating losses driven by decreases in cash-pay patient services and the closing of one

of the Healthcare Operation’s clinic;

● Salaries

and wages benefit from a year-end change in compensation amounts of approximately $1 million;

● The

Company has initiated an exit of its Healthcare Operations that management anticipates will

progress over the next two quarters. The exit is expected to reduce operating losses and

simplify the Company’s cost structure, allowing full focus on Nakamoto’s Bitcoin-native

business.

Other:

● Transaction

related expenses of $1.8 million relate both to costs associated with the Nakamoto merger,

as well as due diligence costs associated with the February 2026 acquisitions of BTC Inc

and UTXO.

Non-Operating

Items

● Results

were impacted by gains of $204.5 million for the fourth quarter and $226.4 million for the

full year related to the increase in the fair value of Nakamoto’s call option to acquire

BTC Inc and UTXO.

For the Year Ended December 31, 2025

For the Year Ended December 31, 2024

Bitcoin Operations

Healthcare Operations

Other

Total

Bitcoin Operations

Healthcare Operations

Other

Total

Revenue

$ -

$ 1,821,315

$ -

$ 1,821,315

$ -

$ 2,719,840

$ -

$ 2,719,840

Operating expenses:

Compensation

349,098

4,710,456

6,028,501

11,088,055

-

3,562,405

-

3,562,405

General and administrative

718,869

4,157,646

6,885,858

11,762,373

-

1,907,055

-

1,907,055

Other operating expenses

-

100,477

-

100,477

-

597,151

-

597,151

Loss (gain) on change in fair value of digital assets

166,225,876

(131,969 )

-

166,093,907

-

-

-

-

Loss on investments

9,915,745

-

-

9,915,745

-

-

-

-

Total operating expenses

177,209,588

8,836,610

12,914,359

198,960,557

-

6,066,611

-

6,066,611

Operating loss (GAAP)

(177,209,588 )

(7,015,295 )

(12,914,359 )

(197,139,242 )

-

(3,346,771 )

-

(3,346,771 )

Adjustments

Loss (gain) on change in fair value of digital assets

166,225,876

(131,969 )

-

166,093,907

-

-

-

-

Loss on investments

9,915,745

-

-

9,915,745

-

-

-

-

Transaction-related compensation

114,583

310,319

2,773,681

3,198,583

-

-

-

-

Transaction-related general and administrative

-

2,110,811

2,219,920

4,330,731

-

-

-

-

Total adjustments

176,256,204

2,289,161

4,993,601

183,538,966

-

-

-

-

Adjusted operating loss (non-GAAP)

(953,384 )

(4,726,134 )

(7,920,758 )

(13,600,276 )

-

(3,346,771 )

-

(3,346,771 )

Full

Year 2025 Highlights

Bitcoin

Operations:

● Loss

on changes in fair value of digital assets of $166.2 million reflects the decline in the

value of Bitcoin from Nakamoto’s weighted average purchase price $118,171 to $87,519

at December 31, 2025;

● As

of year end, the Company held 5,342 Bitcoin;

● Loss

on investments of $9.9 million primarily relates to the decline in value of the Company’s

Metaplanet Bitcoin-related investment.

Healthcare

Operations:

● Operating

losses driven by decreases in cash-pay patient services and the closing of one of the Healthcare

Operation’s clinic;

Other:

● Transaction-related

expenses of $5.0 million relate primarily to costs associated with the Nakamoto merger.

Liquidity

Highlights

Subsequent

to year-end, Nakamoto took steps to further strengthen its balance sheet and enhance financial flexibility. The Company sold approximately

$20 million of Bitcoin to establish a dedicated U.S. dollar operating reserve. This reserve is intended to fund strategic initiatives,

integration activities, and operating expenses—inclusive of interest expense related to the outstanding Kraken loan—enabling

the Company to support near-term liquidity needs.

Nakamoto

continues to view its Bitcoin holdings as a long-term strategic treasury asset. Management believes this approach reflects a disciplined

capital strategy that separates long-term Bitcoin exposure from short-term operating liquidity, while preserving the Company’s

ability to benefit from Bitcoin appreciation over time.

Enterprise

Value: As of December 31, 2025, the Company’s enterprise value was $341 million, calculated as market capitalization of $154

million, plus notes payable of $210 million, less cash and cash equivalents of $23 million.

Shares

Issued and Outstanding: As of December 31, 2025, Nakamoto’s shares outstanding were 437,946,327 and fully diluted shares outstanding

were 526,086,844. As of March 27, 2026, shares outstanding were 690,018,254, and fully diluted shares outstanding were 892,723,518.

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

federal securities laws, related to Nakamoto. Forward-looking statements can be identified by the fact that they do not relate strictly

to historical or current facts, including, without limitation, statements about expectations regarding anticipated synergies, cross−selling

opportunities, operational plans, market expansion, the long−term strategic impact or anticipated effects of the BTC Inc and UTXO

acquisitions, financial projections of BTC Inc and/or UTXO, Bitcoin-related strategies, Bitcoin treasury management activities, and Nakamoto’s

anticipated holding of Bitcoin as part of its corporate treasury. Such forward-looking statements are inherently uncertain and involve

numerous assumptions and risks.

Forward-looking

terms used may include, but are not limited to, “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 and words and terms

of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements and

similar expressions. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking

statements include, but are not limited to, descriptions of Nakamoto and its operations, subsidiaries, strategies and plans, expectations

regarding anticipated synergies, cross−selling opportunities, operational plans, market expansion, the long−term strategic

impact or anticipated effects of the BTC Inc and UTXO acquisitions, financial projections of BTC Inc and/or UTXO, Bitcoin-related strategies,

and Bitcoin treasury management activities. These statements may also relate to broader macroeconomic trends, industry developments,

technology adoption, competitive positioning, market expansion, product launches, research and development efforts, acquisitions or dispositions,

legal or regulatory developments, and other initiatives that could affect our future business performance. There are a number of risks

and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication.

Factors that could cause actual results to differ include, but are not limited to, the following: the acquisition of BTC Inc or UTXO

may not provide the benefits we anticipate receiving due to any number of factors, including the inability of BTC Inc or UTXO to maintain

current level of earnings or to continue to grow its sales to new and existing customers; our inability to successfully cross-sell business

between our existing customers and BTC Inc’s or UTXO’s existing products or services, or expand products or services to new

customers; the effect of the BTC Inc and UTXO acquisitions on our business relationships, performance, and business generally; and we

may encounter difficulties with integration or unanticipated costs related to the BTC Inc and UTXO acquisitions; Bitcoin market volatility;

and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult

to predict and are beyond Nakamoto’s control, including those detailed in Nakamoto’s Annual Reports on Form 10-K, Quarterly

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

are or will be available on Nakamoto’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 Nakamoto 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 Nakamoto 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 contains the following non-GAAP financial measures consisting of Adjusted operating loss and fully diluted shares outstanding.

We define Adjusted operating loss as the removal of the change in fair value of digital assets, loss on investments, transaction-related

compensation and transaction-related general and administrative expenses from our operating loss (“Adjusted operating loss”).

We define fully diluted shares outstanding as common shares outstanding and all options, warrants, hold back shares for the BTC Inc and

UTXO acquisitions, restricted stock units and shares to be issued upon delivery of letters of transmittal from BTC Inc stockholders (“Fully

Diluted Shares Outstanding”). 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. Nakamoto uses these non-GAAP financial measures and other key metrics internally to facilitate analysis of its

financial and business trends and for internal planning and forecasting purposes. Nakamoto believes these non-GAAP financial measures,

when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial performance

by excluding certain items that may not be indicative of its business, results of operations, or outlook. 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 Nakamoto’s industry, may report Adjusted operating loss and Fully Diluted Shares Outstanding, or similarly titled

measures but calculate them differently, which reduces their usefulness as comparative measures.

Media

Contact

Carissa

Felger / Sam Cohen

Gasthalter

& Co.

(212)

257-4170

Nakamoto@gasthalter.com

Investor

Relations Contact

Steven

Lubka

VP

of Investor Relations

(615)

701-8889

Investors@nakamoto.com

Statement

of Operations

(unaudited)

For the Quarter Ended December

31,

For the Year Ended December 31,

2025

2024

2025

2024

Revenue

$ 444,924

$ 603,887

$ 1,821,315

$ 2,719,840

Operating expenses:

Compensation

2,630,020

913,591

11,088,055

3,562,405

General and administrative

5,065,700

647,200

11,762,373

1,907,055

Other operating expenses

40,040

65,729

100,477

597,151

Loss on change in fair value of digital assets

142,577,674

-

166,093,907

-

Loss on investments

10,846,176

-

9,915,745

-

Total operating expenses

161,159,610

1,626,520

198,960,557

6,066,611

Operating loss

(160,714,686 )

(1,022,633 )

(197,139,242 )

(3,346,771 )

Non-operating income (expense):

Other income, net

763,098

29,212

73,342

161,461

Interest expense

(7,050,583 )

(8,100 )

(7,060,581 )

(393,448 )

Change in fair value of call option - related party

204,529,000

-

226,374,000

-

Debt restructuring costs

(268,146 )

-

(14,722,631 )

(38,889 )

Loss on acquisition of Nakamoto Holdings

-

-

(59,753,811 )

-

Total non-operating income (expense)

197,973,369

21,112

144,910,319

(270,876 )

Net income (loss) before provision for income taxes

37,258,683

(1,001,521 )

(52,228,923 )

(3,617,647 )

Provision for income taxes

-

-

-

-

Net income (loss)

$ 37,258,683

$ (1,001,521 )

$ (52,228,923 )

$ (3,617,647 )

Net income (loss) per common stock - basic

$ 0.07

$ (0.17 )

$ (0.26 )

$ (0.67 )

Net income (loss) per common stock - diluted

$ 0.07

$ (0.17 )

$ (0.26 )

$ (0.67 )

Weighted average shares outstanding - basic

511,617,415

5,972,367

200,201,551

5,391,433

Weighted average shares outstanding - diluted

511,617,415

5,972,367

200,201,551

5,391,433

Reconciliation

of 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:

December 31, 2025

March 27, 2026

Common Shares Outstanding (GAAP)

437,946,327

690,018,254

Options

292,769

78,714,493

Pre-Funded Warrants

71,704,975

61,704,975

Holdback Shares for BTC Inc and UTXO Acquisitions

-

27,483,604

Restricted Stock Units

15,656,055

17,636,822

Shares to be Issued Upon Letters of Transmittal

-

16,678,652

Cash Warrants - Tradeable

384,936

384,936

Cash Warrants - Non-Tradeable

101,782

101,782

Fully Diluted Shares Outstanding (non-GAAP)

526,086,844

892,723,518

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Mar. 30, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Mar. 30, 2026

Entity File Number

001-42103

Entity Registrant Name

Nakamoto

Inc.

Entity Central Index Key

0001946573

Entity Tax Identification Number

84-3829824

Entity Incorporation, State or Country Code

DE

Entity Address, Address Line One

300

10th Ave South

Entity Address, City or Town

Nashville

Entity Address, State or Province

TN

Entity Address, Postal Zip Code

37203

City Area Code

(615)

Local Phone Number

676-8668

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

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Common Stock, par value $0.001

Title of 12(b) Security

Common Stock, par value

$0.001

Trading Symbol

NAKA

Security Exchange Name

NASDAQ

Tradeable Warrants to purchase shares of Common Stock, par value $0.001 per share

Title of 12(b) Security

Tradeable Warrants to purchase

shares of Common Stock, par value $0.001 per share

Trading Symbol

NAKAW

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