Nakamoto (NAKA) Proxy filing summary

Executive summary

• A special meeting is scheduled for May 8, 2026, to vote on a reverse stock split and potential adjournment if needed.

• The reverse stock split would combine outstanding shares at a ratio between 1-for-20 and 1-for-50, with the exact ratio set by the board within one year of approval.

• The main goal is to increase the share price to meet Nasdaq's $1.00 minimum bid price requirement and maintain listing.

• If not approved, the stock risks delisting, which could reduce liquidity and investor interest.

• The board may abandon the reverse split at its discretion before it becomes effective.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for the reverse stock split amendment; Proposal 2 allows adjournment if more time is needed for votes or quorum.

• Both proposals are considered non-routine, requiring explicit voting instructions from beneficial owners.

• The board unanimously recommends voting "FOR" both proposals.

• Shareholders of record as of March 31, 2026, are eligible to vote, with one vote per share.

• Procedures for submitting shareholder proposals for the 2026 annual meeting are outlined, with deadlines and compliance requirements.

Board of directors and corporate governance

• The board has full discretion to set the reverse split ratio and timing within one year of approval.

• The board may abandon the reverse split at any time before it becomes effective, even after shareholder approval.

• No director or executive officer has a substantial interest in the proposals beyond their share ownership.