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The current share price of Kindly MD Inc is US$ 24.94

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Kindly MD【KDLY】銘柄情報

期間 †	前日比	前日比 %	始値	高値	安値	平均出来高	VWAP
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4	0	0	0	0	0	0	0	CS
12	0	0	0	0	0	0	0	CS
26	0	0	0	0	0	0	0	CS
52	0	0	0	0	0	0	0	CS
156	0	0	0	0	0	0	0	CS
260	0	0	0	0	0	0	0	CS

期間 †

前日比

前日比 %

始値

高値

安値

平均出来高

VWAP

156

260

Nakamoto Reports Fourth Quarter and Full Year 2025 Results; Provides Update on Bitcoin StrategyMarch 30, 2026 5:49 PM
Business Wire
Built Scalable Bitcoin Operating Company Combining Treasury, Media, Asset Management and Advisory Capabilities

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.

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

View source version on businesswire.com: https://www.businesswire.com/news/home/20260330533089/en/
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

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

Nakamoto Inc. Completes Acquisition of BTC Inc and UTXO ManagementFebruary 20, 2026 4:05 PM
Business Wire
Nakamoto Inc. (NASDAQ: NAKA) (“Nakamoto” or the “Company”), today announced the successful completion of its previously announced acquisitions of BTC Inc, the leading provider of Bitcoin-related media and events, and UTXO Management GP, LLC (“UTXO”), an investment firm focused on private and public Bitcoin companies (collectively, the “Transaction”), following the satisfaction of customary closing conditions.

With the completion of the Transaction, BTC Inc and UTXO are now wholly owned subsidiaries of Nakamoto, which operates an integrated portfolio of Bitcoin-native enterprises spanning media and information, finance and asset management, and advisory and consulting services.

The consideration for the Transaction consists solely of Nakamoto common stock and assumed options to purchase Nakamoto common stock. BTC Inc and UTXO securityholders received, on a fully diluted basis, 364,795,104 shares of Nakamoto common stock at a combined value of $81,632,852, net of aggregate strike prices for assumed options, based on Nakamoto’s closing price on February 19, 2026, of $0.248.

Based on preliminary unaudited results for the 12-month period ended September 30, 2025, BTC Inc and UTXO combined (after intercompany eliminations) generated approximately $80.5 million in revenue, $34.2 million in EBITDA, and $40.1 million in net income.

BTC Inc: The Global Leader in Bitcoin Media and Events

BTC Inc is the largest Bitcoin media company in the world, based on event attendance, online audience, and brand portfolio. BTC Inc’s portfolio spans 27 media brands, reaching approximately 6 million people globally through its aggregated social media followers. BTC Inc is the organizer of The Bitcoin Conference, the largest Bitcoin event series across the United States, Asia, Europe, and the Middle East, which hosted approximately 67,000 attendees in 2025. BTC Inc is also the parent company of Bitcoin Magazine, which was first published in May 2012, establishing the publication as the longest-running source of Bitcoin news, information, and expert commentary. BTC Inc also operates Bitcoin for Corporations, a membership-based platform for companies adopting Bitcoin as a strategic treasury asset, which currently hosts over 40 member companies and has a 5-year brand partnership with Strategy Inc. for hosting networking events and educational content.

Based on preliminary unaudited results for the 12-month period ended September 30, 2025, BTC Inc generated approximately $65.3 million in revenue, $20.6 million in EBITDA, and $26.5 million in net income.

UTXO: Investing in Bitcoin Acceleration

UTXO is the adviser to 210k Capital, LP, a hedge fund focused on Bitcoin, Bitcoin-related securities, and derivatives. The investment team leverages extensive experience in the Bitcoin ecosystem to allocate capital across public and private market opportunities.

Based on preliminary unaudited results for the 12-month period ended September 30, 2025, UTXO generated approximately $18.2 million in revenue, $13.6 million in EBITDA, and $13.6 million in net income.

More information can be found on the Nakamoto Investor Relations site: http://investors.nakamoto.com.

Additional Transaction Details

A Special Committee of independent directors of Nakamoto’s Board of Directors (the “Special Committee”) was formed to review, evaluate, and negotiate the Transaction. The Special Committee retained B. Riley Securities, Inc. as the independent financial advisor and fairness opinion provider to the Special Committee and Simpson Thacher & Bartlett LLP as independent legal counsel.

Nakamoto was advised by TD Securities (USA) LLC as its financial advisor and Reed Smith LLP as legal counsel in connection with the Transaction. BTC Inc was advised by Bradley Arant Boult Cummings LLP and UTXO was advised by Haynes and Boone, LLP, in each case acting as legal counsel to the respective parties.

About Nakamoto Inc.

Nakamoto Inc. (NASDAQ: NAKA) is a Bitcoin company that owns and operates a global portfolio of Bitcoin-native enterprises spanning media and information, asset management, and advisory services. For more information, please 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 Transaction, 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 Transaction, financial projections of BTC Inc and/or UTXO, the timing of closing of the Transaction, 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 Transaction on our business relationships, performance, and business generally; and we may encounter difficulties with integration or unanticipated costs related to the Transaction; 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 EBITDA and fully diluted shares. We define EBITDA as Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) and we define fully diluted shares as common shares outstanding and all options, warrants, hold back shares for the Transaction and restricted stock units (“Fully Diluted Shares”). 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 EBITDA and Fully Diluted Shares, or similarly titled measures but calculate them differently, which reduces their usefulness as comparative measures.

Reconciliation of Net Income to EBITDA

The following table presents a reconciliation of non-GAAP EBITDA to GAAP Net Income, the most directly comparable GAAP measure, based on preliminary unaudited financial results for BTC Inc and UTXO for the 12-month period ended September 30, 2025:

12-Month Period Ended September 30, 2025

(unaudited)

BTC Inc

UTXO Management GP, LLC

Intercompany Elimination

Total

Revenue

$65,321,216

$18,169,438

$(3,011,000)

$80,479,654

Net Income

$26,517,429

$13,552,144

-

$40,069,573

Net Tax Benefit

(6,029,248)

-

-

(6,029,248)

Interest Expense

129,384

-

-

129,384

Depreciation

10,777

-

-

10,777

EBITDA

$20,628,342

$13,552,144

-

$34,180,486

View source version on businesswire.com: https://www.businesswire.com/news/home/20260220729124/en/
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

Original: Nakamoto Inc. Completes Acquisition of BTC Inc and UTXO Management