Nakamoto (NAKA) Registration filing summary

Company overview and business model

• Operates as a Bitcoin-focused holding company, building a global portfolio of Bitcoin-native businesses across finance, media, and advisory sectors.

• Transitioned from healthcare to Bitcoin operations following a reverse merger in August 2025, acquiring a Bitcoin treasury company and launching a Bitcoin accumulation and investment strategy.

• Holds Bitcoin in custody with U.S.-based, institutional-grade custodians and continues to accumulate and leverage Bitcoin for acquisitions and ecosystem development.

• Acquired BTC Inc (media/events) and UTXO Management GP, LLC (investment firm) in February 2026, expanding into media and asset management.

• Maintains a healthcare segment through KindlyMD, offering value-based, patient-centered medical services with a focus on opioid reduction and mental health integration.

Financial performance and metrics

• As of December 31, 2025, held approximately 5,342 Bitcoin valued at $467.5 million.

• Closed a PIPE transaction in August 2025 with gross proceeds of $540 million, primarily for Bitcoin acquisition and treasury strategy.

• Issued $200 million in convertible notes in May 2025, fully repaid by September 2025.

• As of February 25, 2026, had approximately 683.5 million shares outstanding, with 890.1 million fully diluted.

Use of proceeds and capital allocation

• Will not receive proceeds from resale of shares by selling stockholders; proceeds from warrant exercises (up to $3.7 million) will be used for working capital, acquisitions, and general corporate purposes.

• Proceeds from PIPE transactions were allocated to Bitcoin acquisition, treasury strategy, and general corporate purposes.