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.

• Originated as a healthcare and healthcare data company in 2019, pivoted to Bitcoin treasury and investment strategy after a reverse merger in August 2025.

• Holds Bitcoin in custody with U.S.-based, institutional-grade custodians and continues to accumulate Bitcoin as a long-term reserve asset.

• 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 and data-driven care.

Financial performance and metrics

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

• Closed PIPE Transactions in August 2025 with gross proceeds of $540 million, primarily for Bitcoin acquisition and working capital.

• Issued $200 million in convertible notes in August 2025, fully repaid by September 30, 2025.

• As of April 6, 2026, had 690,018,254 shares of Common Stock outstanding; fully diluted shares approximately 890 million.

Use of proceeds and capital allocation

• Net proceeds from securities sales intended for general corporate purposes, including Bitcoin accumulation, working capital, debt repayment, acquisitions, capital expenditures, and share repurchases.

• Management retains broad discretion over allocation; proceeds may be temporarily invested prior to use.