What does Nakamoto Inc. (NAKA) disclose in this 8-K/A amendment?

Nakamoto Inc. adds detailed financials for its BTC and UTXO acquisitions. The filing supplies audited 2025 and 2024 statements, management’s discussions, and unaudited pro forma combined results for the year ended December 31, 2025, showing how the merged businesses would look together.

How did BTC Inc. perform financially in 2025 before joining Nakamoto Inc. (NAKA)?

BTC Inc. delivered strong growth and profitability in 2025. Revenue reached $66,020,552, up from $31,426,673 in 2024, while net income increased to $14,813,416 from $3,637,131, reflecting improved operating leverage across events, digital media, and new advisory services.

What are BTC Inc.’s main revenue streams now consolidated into Nakamoto Inc. (NAKA)?

BTC Inc. earns revenue from events, digital, advisory, print, and other services. In 2025, events generated $53,615,586, digital $9,423,467, advisory $2,238,693, print $306,503, and other revenue $436,303, highlighting a business anchored in conferences and media with expanding advisory offerings.

What does the BTC Inc. balance sheet look like before the Nakamoto Inc. (NAKA) merger?

BTC Inc. ended 2025 with a stronger balance sheet. Total assets were $30,193,513, including $11,071,285 of cash and cash equivalents. Total liabilities were $24,490,318, and stockholders’ equity was $5,703,195, marking a shift from a deficit position at the end of 2024.

Did auditors identify any critical audit matters for BTC Inc. now owned by Nakamoto Inc. (NAKA)?

The independent auditor reported a clean opinion with no critical audit matters. Wolf & Company, P.C. concluded BTC Inc.’s 2025 and 2024 financial statements present fairly in all material respects and specifically stated that no critical audit matters were identified in the current period audit.

What does the going concern assessment reveal about BTC Inc. under Nakamoto Inc. (NAKA)?

Management sees no substantial doubt about BTC Inc.’s ability to continue. After returning to profitability in 2024 and remaining profitable in 2025, with $11,071,285 in cash and a working capital surplus of $2,604,865, BTC’s leadership concluded going concern criteria were satisfied.

Nakamoto adds BTC, UTXO 2025 financials post-merger

Exhibit 99.1

BTC Inc. and Subsidiaries

Consolidated Financial Statements

Years Ended December 31, 2025 and 2024

BTC Inc. and Subsidiaries

TABLE OF CONTENTS

	PAGE
Report of Independent Registered Public Accounting Firm	1
Consolidated Balance Sheets	2
Consolidated Statements of Operations	3
Consolidated Statements of Stockholders’ Equity (Deficit)	4
Consolidated Statements of Cash Flows	5
Notes to Consolidated Financial Statements	6-25

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of BTC Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of BTC Inc. and Subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating critical audit matters, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We determined that there are no critical audit matters.

/s/ Wolf & Company, P.C.

Boston, Massachusetts

March 27, 2026

We served as the Company’s auditor since 2025.

- 1 -

BTC Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(AUDITED)

	December 31, 2025			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	11,071,285		$	2,931,437
Accounts receivable, net		7,750,335			4,094,624
Prepaid expenses		3,659,201			1,089,743
Digital assets		170,396			250,557
Contract assets		3,361,742			3,004,441
Other current assets		283,414			—
Total current assets		26,296,373			11,370,802
Noncurrent assets:
Property and equipment, net		46,576			6,855
Related party loans receivable		999,982			999,982
Related party interest receivable		4,659			—
Intangible assets, net		78,364			78,364
Investments		450,000			591,649
Deferred tax assets, net		2,317,559			5,928,303
Total long-term assets		3,897,140			7,605,153
Total assets	$	30,193,513		$	18,975,955
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	3,545,289		$	13,355
Accrued tax liability		3,497			107,378
Accrued expenses and other current liabilities		674,000			2,158,974
Accrued legal settlement		—			8,367,349
Accrued compensation		400,621			474,159
Contract liabilities		16,423,381			13,771,197
Related party payables		633,437			857,510
Related party interest payables		308,143			232,297
Dividend payable		1,703,140			1,489,920
Total current liabilities		23,691,508			27,472,139
Long-term liabilities:
SAFE note		483,000			482,000
Long-term debt, net		315,810			319,468
Total long-term liabilities		798,810			801,468
Total liabilities		24,490,318			28,273,607
Commitments and contingencies (Note 11)
Stockholders’ equity (deficit):
Seed Preferred Stock, $0.00005 par value; 290,555 shares authorized; 290,555 shares issued and outstanding as of December 31, 2025 and 2024 (liquidation preference of $1,914,477 at December 31, 2025)		1,200,000			1,200,000
Series A Preferred Stock, $0.00005 par value; 521,778 shares authorized; 114,111 shares issued and outstanding as of December 31, 2025 and 2024 (liquidation preference of $3,327,341 at December 31, 2025)		2,338,678			2,338,678
Common Stock, $0.00005 par value; 3,407,409 shares authorized; 1,795,499 and 1,746,499 shares issued and outstanding as of December 31, 2025 and 2024		90			87
Additional paid-in capital		2,456,529			2,055,881
Retained earnings (accumulated deficit)		(292,102	)		(14,892,298	)
Total stockholders’ equity (deficit)		5,703,195			(9,297,652	)
Total liabilities and stockholders’ equity (deficit)	$	30,193,513		$	18,975,955

The accompanying notes are an integral part of these consolidated financial statements.

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BTC Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

(AUDITED)

	For the Years Ended December 31,
	2025			2024
Revenue	$	66,020,552		$	31,426,673
Cost of revenue		21,201,140			11,141,776
Gross margin		44,819,412			20,284,897
Operating expenses:
General and administrative		24,258,967			21,023,719
Sales and marketing		1,176,435			667,852
Depreciation and amortization		10,344			24,195
Total operating expenses		25,445,746			21,715,766
Income (loss) from operations		19,373,666			(1,430,869	)
Other income (expense):
Realized gains on digital assets		47,904			139,247
Unrealized gains (losses) on digital assets		24,295			(2,607	)
Change in fair value of SAFE note		(1,000	)		(170,000	)
Other income, net		359,433			41,721
Interest expense		(105,072	)		(179,190	)
Loss on loan forgiveness, related party		—			(582,096	)
Total other income (expense)		325,560			(752,925	)
Net income (loss) before income tax		19,699,226			(2,183,794	)
Income tax benefit (expense)		(4,885,810	)		5,820,925
Net income	$	14,813,416		$	3,637,131

Net income per share:
Basic	$	8.16		$	1.96
Diluted	$	7.95		$	1.68
Weighted average number of shares:
Basic		1,789,277			1,746,499
Diluted		1,836,774			2,039,315

The accompanying notes are an integral part of these consolidated financial statements.

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BTC Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(AUDITED)

	Seed Preferred Stock				Series A Preferred Stock				Common Stock				Additional Paid-In		Retained Earnings (Accumulated			Stockholders’ Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit)			(Deficit)
Balance as of December 31, 2023		290,555	$	1,200,000		114,111	$	2,338,678		1,746,499	$	87	$	1,862,829	$	(18,315,625	)	$	(12,914,031	)
Stock based compensation		—		—		—		—		—		—		193,052		—			193,052
Preferred share dividends		—		—		—		—		—		—		—		(213,804	)		(213,804	)
Net income		—		—		—		—		—		—		—		3,637,131			3,637,131
Balance as of December 31, 2024		290,555	$	1,200,000		114,111	$	2,338,678		1,746,499	$	87	$	2,055,881	$	(14,892,298	)	$	(9,297,652	)
Stock based compensation		—		—		—		—		—		—		335,971		—			335,971
Exercise of stock options		—		—		—		—		49,000		3		64,677		—			64,680
Preferred share dividends		—		—		—		—		—		—		—		(213,220	)		(213,220	)
Net income		—		—		—		—		—		—		—		14,813,416			14,813,416
Balance as of December 31, 2025		290,555	$	1,200,000		114,111	$	2,338,678		1,795,499	$	90	$	2,456,529	$	(292,102	)	$	5,703,195

The accompanying notes are an integral part of these consolidated financial statements.

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BTC Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(AUDITED)

	For the Years Ended December 31,
	2025			2024
OPERATING ACTIVITIES
Net income	$	14,813,416		$	3,637,131
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		10,344			24,195
Stock-based compensation expense		335,971			193,052
Interest accrued provided by related party loans		71,187			184,075
Interest accrued used in long-term loans, net		(3,658	)		(8,605	)
Realized (gains) on digital assets		(47,904	)		(139,247	)
Unrealized (gains) losses on digital assets		(24,295	)		2,607
Change in fair value of SAFE note		1,000			170,000
Change in operating assets and liabilities:
Accounts receivable		(3,655,711	)		(2,787,562	)
Prepaid and other current assets		(2,609,558	)		(989,895	)
Digital assets		152,360			2,633
Contract assets		(357,301	)		(2,910,920	)
Related party loans receivable		—			582,096
Investments		141,649			(150,000	)
Loan receivable		—			24,309
Deferred tax assets, net		3,610,744			(5,928,303	)
Accounts payable		3,531,934			(67,563	)
Accrued expenses and other liabilities		(1,832,169	)		(2,163,597	)
Accrued settlement		(8,367,349	)		8,367,349
Accrued compensation		(73,538	)		(293,432	)
Contract liabilities		2,652,184			5,027,369
Net cash provided by operating activities		8,349,306			2,775,692
INVESTING ACTIVITIES
Loans to officers		—			(90,614	)
Repayment of loans to officers		—			189,105
Property and equipment, net		(50,065	)		(370	)
Net cash provided by (used in) investing activities		(50,065	)		98,121
FINANCING ACTIVITIES
Net repayment of related party loans		(224,073	)		(659,787	)
Proceeds from exercise of stock options		64,680			—
Net cash used in financing activities		(159,393	)		(659,787	)
Net increase in cash and cash equivalents		8,139,848			2,214,026
Cash and cash equivalents, beginning of year		2,931,437			717,411
Cash and cash equivalents, end of year	$	11,071,285		$	2,931,437

SUPPLEMENTAL DISCLOSURE OF CASH ACTIVITIES
Cash paid for interest	$	37,543		$	19,006
Cash paid for income taxes	$	1,602,573		$	11,774

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Conversion of promissory note and accrued interest to common
stock	$	—		$	591,644
Accrual of cumulative preferred dividends	$	213,220		$	213,804

The accompanying notes are an integral part of these consolidated financial statements.

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BTC Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

NOTE 1 – Description of Organization and Business Operations

Organization and Nature of Operations

BTC Inc. (“the Company”) was founded in 2012 and is headquartered in Nashville, Tennessee. The Company operates as a media and events organization focused on advancing the adoption and understanding of Bitcoin and decentralized technologies. BTC Inc. publishes Bitcoin Magazine, one of the longest-running and most recognized publications in the cryptocurrency space, offering news, analysis, and educational content. The Company also produces The Bitcoin Conference, the largest annual Bitcoin-focused event globally, which convenes industry leaders, developers, investors, and advocates. Revenue is generated through event ticketing and sponsorships, digital and print advertising, subscriptions, and branded merchandise. The Company’s mission is to accelerate hyperbitcoinization to the point at which Bitcoin becomes the default global monetary system. The Company aims to empower individuals and institutions through open-source financial tools and decentralized infrastructure by fostering community engagement and delivering trusted information across our platforms.

In addition to Company produced events, the Company participates in certain international conferences, including Bitcoin Amsterdam and Bitcoin Middle East, through cooperation or joint venture arrangements with local co-organizers. These events differ from Company produced events in that the local co-organizer is responsible for local operations, including venue contracting, vendor management, permitting, taxes, and local banking, while the Company provides brand licensing, programming, and sales and marketing support, allowing the Company to extend its conference platform internationally without establishing foreign legal entities or maintaining foreign bank accounts.

Going Concern

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements — Going Concern, which requires that management evaluate whether there are relevant conditions and events that in aggregate raise substantial doubt about the entity’s ability to continue as a going concern and to meet its obligations as they become due within one year after the date that the consolidated financial statements are issued. Under the guidance, the Company must first evaluate whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern (step 1). If the Company concludes substantial doubt is raised, management also is required to consider whether its plans alleviate that doubt (step 2).

The Company has historically incurred operating losses since inception. During 2024, the Company returned to profitability and has continued to be profitable in 2025. As of December 31, 2025 the Company had $11,071,285 in cash, a working capital surplus of $2,604,865, and accumulated deficit of $292,102. The Company has funded its operations primarily with the net proceeds from the issuance of promissory notes, related party loans, and income from operations. Based on management’s evaluation, the Company’s current financial position and operating results do not raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are available to be issued.

Subsequent to December 31, 2025, on February 19, 2026, the Company was acquired by Nakamoto Inc. (NASDAQ: NAKA), a publicly traded Bitcoin company, in an all-stock transaction. The merger transaction was consummated prior to the issuance date of these consolidated financial statements. Additional information regarding this transaction is disclosed in Note 15 – Subsequent Events.

NOTE 2 – Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), as determined by the FASB’s Accounting Standards Codification. These consolidated financial statements include all adjustments that, in the opinion of management, are necessary in order to make the consolidated financial statements not misleading.

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Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes, which prescribes standardized categories and disaggregation of information in the reconciliation of the provision for income taxes, requires disclosure of disaggregated income taxes paid, and modifies other income tax-related disclosure requirements. The Company adopted this standard for the fiscal year ended December 31, 2025. The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures beyond the expanded disclosures included in Note 12.

In December 2023, the FASB issued ASU No. 2023-08, Intangibles — Goodwill and Other — Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which requires eligible crypto assets to be measured at fair value, with changes recognized in net income each reporting period. Upon adoption, the Company reclassified its digital asset holdings from indefinite-lived intangible assets to financial assets measured at fair value. Early adoption is permitted for any interim or annual period for which consolidated financial statements have not yet been issued. The Company elected to early adopt the standard retrospectively to all periods presented in the consolidated financial statements. As a result, eligible digital assets are measured at fair value, with changes recognized in the net income (loss) of each reporting period. The adoption did not result in a cumulative-effect adjustment to the accumulated deficit. The Company has updated its disclosures to reflect the nature, valuation, and risks associated with its digital asset holdings.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss model for the impairment of financial assets measured at amortized cost. The model replaces the probable, incurred loss model for those assets and broadens the information an entity must consider in developing its expected credit loss estimate for assets measured at amortized cost. On January 1, 2023, BTC Inc. adopted ASU No. 2016-13 with no material impact to the consolidated balance sheets, results of operations, or cash flows.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires disclosures of certain additional expense information on an annual and interim basis, including, among other items, the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included within each income statement expense caption, as applicable. The updated standard is effective for our annual periods beginning in fiscal year 2026 and interim periods beginning in the first quarter of fiscal year 2027. The Company is currently evaluating the impact of this guidance but does not anticipate a material impact on its consolidated financial statements or related disclosures.

In November 2024, the FASB issued ASU No. 2024-04, Debt — Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether the settlement of a convertible debt instrument should be accounted for as an induced conversion rather than a debt extinguishment. The ASU addresses how entities assess the form and amount of consideration transferred in connection with a settlement and clarifies that induced conversion accounting may apply to instruments that are not currently convertible, provided the instrument contained a substantive conversion feature as of both its issuance date and the offer acceptance date. The updated standard is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted for entities that have adopted ASU 2020-06. The Company has evaluated the impact of this standard and determined that it is not applicable to the Company’s consolidated financial statements, as the Company does not have any convertible debt instruments within the scope of Subtopic 470-20. Accordingly, the adoption of this guidance is not expected to have any impact on the Company’s consolidated financial statements or related disclosures.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient allowing entities to assume that current conditions as of the balance sheet date will not change for the remaining life of an asset when estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. Additionally, entities other than public business entities that elect the practical expedient may make an accounting policy election to consider collection activity occurring after the balance sheet date but before the financial statements are available to be issued when estimating expected credit losses. The updated standard is effective for the Company beginning with the fiscal year 2026 annual reporting period. The Company is currently evaluating the impact of this guidance and whether to elect the available practical expedient and, if applicable, the accounting policy election, but does not anticipate a material impact on its consolidated financial statements or related disclosures.

- 7 -

In May 2025, the FASB issued ASU No. 2025-04, Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer, which clarifies the accounting for share-based payment awards granted by an entity as consideration payable to a customer. The ASU revises the definition of a performance condition to explicitly include vesting conditions based on the volume, monetary amount, or timing of a customer’s purchases of goods or services; eliminates the forfeiture policy election for awards granted to customers; and clarifies that the variable consideration constraint in ASC 606 does not apply to share-based consideration payable to a customer that is measured and classified under ASC 718. The updated standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company has evaluated the impact of this standard and determined that it is not applicable to the Company’s consolidated financial statements, as the Company does not issue share-based consideration to customers as an incentive to purchase goods or services. Accordingly, the adoption of this guidance is not expected to have any impact on the Company’s consolidated financial statements or related disclosures.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which amends the guidance for identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (VIE). Prior to this update, the primary beneficiary of an acquired VIE was always deemed the accounting acquirer. Under the amended guidance, when a business combination is effected primarily by the exchange of equity interests and the legal acquiree is a VIE that meets the definition of a business, an entity must consider the factors in ASC 805-10-55-12 through 55-15 to identify the accounting acquirer, which may result in certain transactions being accounted for as reverse acquisitions that would not have been under prior guidance. The updated standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments are to be applied prospectively to business combinations occurring on or after the adoption date. The Company has evaluated the impact of this standard. Although the Company completed its merger with Nakamoto Inc. in February 2026 as further described in Note 15 — Subsequent Events, that transaction closed prior to the effective date of ASU 2025-03 and was accounted for under guidance in effect at the time of closing. The Company does not anticipate that this standard will have a material impact on its consolidated financial statements or related disclosures.

Changes in Accounting Policies

The Company has consistently applied the accounting policies described in this Note 2 to all periods presented in these consolidated financial statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. The Company believes judgment is involved in determining the fair value of the SAFE notes, share-based compensation, and the realizability of deferred tax assets, and the assessment of impairment indicators and fair value of equity investments accounted for under the measurement alternative in accordance with ASC 312. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those estimates and assumptions.

Cash and Cash Equivalents

The Company maintains its cash deposits with major financial institutions over the FDIC limit. The Company had cash and cash equivalents of $11,071,285 and $2,931,437 as of December 31, 2025 and 2024, respectively. The Company has not experienced any losses on cash balances held in excess of insured amounts.

Prepaid Expenses and Other Current Assets

Prepaid expenses primarily consist of advance payments for subscriptions, event registrations, and related services that provide benefits in future periods. Prepaid expenses are recorded at cost and are expensed ratably over the period the benefits are realized or as consumed at points in time. The Company periodically reviews the carrying value of prepaid expenses and other current assets to determine if any amounts are no longer recoverable and records an expense in the period such determination is made.

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Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

Level 1	Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2	Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities.

Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

Assets and liabilities measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The Company reviews the fair value hierarchy classification on an as needed basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company recognizes transfers into and out of levels within the fair value hierarchy in the appropriate period in which the actual event or change in circumstances occur.

Digital Assets

The Company’s digital assets consist of cryptocurrencies that are fungible, reside on public blockchains, and are secured through cryptographic protocols. The Company has elected to early adopt ASU No. 2023-08, Intangibles — Goodwill and Other — Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, and accordingly, digital assets within the scope of ASC 350-60 are measured at fair value at each reporting date, with changes in fair value recognized in net income each reporting period. These assets are presented as digital assets on the consolidated balance sheets. Fair value measurements are categorized within the fair value hierarchy based on the observability of inputs used in the valuation. The Company’s digital assets are generally valued using Level 1 inputs, which are quoted prices on active exchanges. Gains and losses from changes in fair value of digital assets are included in other income (expense) in the consolidated statements of operations.

Contract Assets

Contract assets represent amounts earned for services provided or goods delivered that have not yet been invoiced to customers as of the reporting date. These balances arise primarily from timing differences between revenue recognition under ASC 606, Revenue from Contracts with Customers, and the related billing schedules in customer contracts. Contract assets are recorded at their estimated collectible amounts and classified as current assets when collection is expected within one year. The Company evaluates these balances regularly for collectability and includes them in its overall assessment of credit risk. Any adjustments for doubtful accounts are recorded through the allowance for credit losses in accordance with ASC 326, Financial Instruments—Credit Losses (Topic 326).

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Maintenance, repairs, and minor replacements are charged to expense as incurred. Depreciation on property and equipment is recorded using the straight-line method over the estimated useful lives of the related assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the accompanying consolidated statements of operations in the period realized.

Intangible Assets

Intangible assets include identifiable non-monetary assets without physical substance that are acquired or developed by the Company. These assets primarily consist of domain name purchases, intellectual property related to branded media (e.g., digital and print publications), and other proprietary content. Intangible assets are recorded at cost and are amortized on a straight-line basis over their estimated useful lives, unless determined to be indefinite-lived. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

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Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to their fair value, which is normally determined through analysis of the future net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount that the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2025 and 2024, no such indicators of impairment were identified, and accordingly, no impairment losses were recognized.

Investments

The Company accounts for equity investments in accordance with ASC 321, Investments — Equity Securities. Equity investments that do not have a readily determinable fair value are measured at cost, less impairment, if any. The Company holds equity investments in privately held entities, including Roundtable Media, LLC and UTXO Bitcoin Ecosystem US Fund 1. These investments are not quoted on a U.S. securities exchange, are not traded in foreign markets, and are not interests in mutual funds or similar structures. Additionally, they do not qualify for the net asset value practical expedient under ASC 820 because they are not investments in entities within the scope of ASC 946 or real estate funds.

Management evaluates these investments for impairment indicators at each reporting date. If impairment is identified, the investment is written down to its fair value. During the year ended December 31, 2025, management identified indicators of impairment related to its investment in BTF Investments LLC, based on information received in the entity’s Schedule K-1 indicating the investment had no remaining value. Accordingly, the Company recognized an impairment loss of $141,649, writing the carrying value of that investment down to $0, which is included in other income (expense), net on the consolidated statements of operations.

At December 31, 2025 and 2024, the carrying value of the Company’s equity investments were $450,000 and $591,649, respectively.

Long-term Debt

The Company records debt at its amortized cost and related interest expense is recognized using the effective interest method over the term of the debt. The Company classifies debt as current or non-current based on contractual maturities as of the consolidated balance sheet date. Conversions of debt to equity are treated as non-cash financing activities and disclosed in the supplemental schedule to the consolidated statements of cash flows.

The Company evaluates compliance with debt covenants on an ongoing basis and discloses any material violations or waivers in the notes to the consolidated financial statements.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. This involves identifying the contract, determining performance obligations, establishing the transaction price, allocating the price to performance obligations, and recognizing revenue as obligations are satisfied. The Company applies ASC 606 to the following revenue streams: events, digital, advisory, and print publications.

Events Revenue

The Company hosts conferences and industry gatherings and generates revenue through ticket sales, sponsorships, exhibitor fees, and ancillary services related to these Company produced events. Revenue from Company produced events is recognized when the event occurs, and performance obligations are satisfied. Amounts invoiced or collected in advance of the event are recorded as contract liabilities until the event is completed.

Event sponsorship contracts generally include a bundle of highly interrelated services, such as branding, marketing exposure, booth access, and attendee benefits. Management has determined that these promised goods and services are not distinct within the context of the contract, as they are not separately identifiable and do not provide standalone value to the customer. Accordingly, each event sponsorship arrangement is accounted for as a single performance obligation. The transaction price is typically fixed and stated in the contract, and because the contracts include a single performance obligation, no allocation of consideration to individual activities is performed.

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In addition to Company produced events, the Company participates in certain international conferences through cooperation or joint venture arrangements with local co-organizers. These arrangements are evaluated under ASC 808, Collaborative Arrangements, as the Company and its partners are active participants that share risks and rewards. To the extent the Company provides services to these arrangements that are within the scope of ASC 606, such services are evaluated separately, including an assessment of whether the Company acts as a principal or an agent. For these international events, the Company generally does not control the underlying event operations or locally provided services prior to transfer to customers and therefore acts as an agent. Accordingly, revenue is recognized on a net basis for services the Company provides, such as brand licensing, programming, and agreed-upon sales and marketing services. Revenue is recognized as the related services are performed or, for event-based services, at the time the event occurs, consistent with ASC 606-10-25-23 through 25-30. Amounts collected from customers or advanced on behalf of these collaborative arrangements, including certain digital asset collections, are excluded from revenue, as they represent amounts collected on behalf of third parties.

Digital Revenue

The Company generates revenue through advertising, content syndication, and other services delivered through the Company’s online platforms. Digital revenue contracts may include multiple promised services, such as online advertising, newsletter placements, or other sponsored content. Revenue is recognized over the period in which the related digital content is delivered, or as advertising impressions occur, reflecting when the customer receives the benefit. Specifically, website and sponsored content revenue is recognized when the content is published or delivered, and advertising revenue is recognized over the period in which the public outreach is distributed and impressions are delivered. Amounts invoiced or collected in advance of delivery are recorded as contract liabilities and recognized as revenue as the related advertising services are performed.

Print Revenue

The Company derives print revenue from the sale of physical publications and print advertising. Revenue from the sale of physical publications is recognized upon delivery, when control of the publication transfers to the customer. Print advertising revenue is recognized over the advertising period. Amounts billed or collected in advance of publication or delivery are recorded as contract liabilities and recognized as revenue when the applicable publication is distributed.

Advisory Revenue

The Company generates advisory revenue through corporate subscription services, consulting engagements, and symposium sponsorships. Corporate subscription contracts provide customers with access to curated Bitcoin research, policy intelligence, and executive education content over a defined contract term, typically ranging from twelve to twenty-four months. These contracts represent a single stand-ready performance obligation satisfied ratably over the subscription period, and revenue is recognized on a straight-line basis over the contract term in accordance with ASC 606-10-25-27 through 25-28. Amounts invoiced or collected in advance of the subscription period are recorded as contract liabilities and recognized as revenue as the performance obligation is satisfied.

Consulting revenue is derived from bespoke advisory engagements with corporate clients pursuing Bitcoin treasury and strategy initiatives. Each consulting engagement is evaluated to identify the distinct performance obligations within the contract. Where an engagement comprises a single deliverable or a series of related services that are substantially the same and have the same pattern of transfer, the arrangement is treated as a single performance obligation recognized at the point in time the service is delivered or, where services are rendered over a defined period, ratably over that period. Variable consideration, if any, is estimated using the most likely amount method and included in the transaction price to the extent it is probable that a significant reversal will not occur.

Symposium sponsorship revenue relates to exclusive, invitation-only leadership forums hosted by the Company, generally for the benefit of the Bitcoin for Corporation members. Symposium sponsorship contracts typically include a single performance obligation representing the sponsorship package delivered in connection with the event. Revenue is recognized at the point in time the symposium occurs, consistent with the recognition pattern applied to the Company’s other event-based revenue streams. Amounts received in advance of the symposium date are recorded as contract liabilities until the performance obligation is satisfied.

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Stock-Based Compensation

The Company applies ASC 718, Stock Compensation, when recording share-based compensation. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. The assumptions used in the Black-Scholes valuation model are as follows:

	–	Grant Price - The grant price of the issuances is determined based on the estimated fair value of the shares at the date of grant.

	–	Risk-Free Interest Rate - The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield in effect at the time of grant.

	–	Expected Lives - Due to the Company’s insufficient history of option activity, management utilizes the simplified approach to estimate the options’ expected term, which represents the period of time that options granted are expected to be outstanding.

	–	Expected Volatility - Determined based on management’s estimate or historical volatilities of comparable companies.

	–	Expected Dividend Yield - Based on current yield at the grant date or the average dividend yield over the historical period. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future.

The share-based compensation expense is recognized on a straight-line basis based on the number of awards expected to vest over the requisite service period. The expense is adjusted for actual forfeitures, such that if an award is forfeited, the previously recognized stock-based compensation expense and the corresponding balance in additional paid-in capital are reversed. For further details regarding share-based compensation, see Note 11.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, using the asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records valuation allowances against deferred tax assets as deemed necessary.

The Company accounts for the uncertainty in income taxes as prescribed by the minimum probability threshold that a tax position must meet before a consolidated financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. If applicable, the Company records interest and penalties as a component of income tax expense.

During 2024, the Company recorded an income tax benefit of $5,820,925. During 2025, the Company recorded an income tax expense of $4,885,810 in its consolidated statements of operations.

On February 19, 2026, BTC Inc. was acquired by Nakamoto Inc. in a transaction that constituted an ownership change under Internal Revenue Code Section 382. This ownership change imposes an annual limitation on the future utilization of BTC Inc.’s pre-change net operating loss carryforwards and certain other tax attributes. As of December 31, 2025, BTC Inc. had state net operating loss carryforwards of approximately $7,840,952 and a capital loss carryover of approximately $5,327,415 with a tax-effected deferred tax asset of $1,358,356. The annual §382 limitation analysis has not yet been completed as of the date of issuance of these financial statements. To the extent that the applicable annual limitation restricts the realizability of these deferred tax assets, a valuation allowance may be required upon completion of the analysis. The Company’s current deferred tax asset balance of $2,317,559 does not reflect any §382 limitation adjustment.

Net Income (Loss) Per Share

The Company computes basic and diluted net income (loss) per share in accordance with ASC Topic 260, Earnings Per Share. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted net earnings income (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vested resulting in the issuance of common stock that could share in the net income (loss) of the Company.

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NOTE 3 – Disaggregation of Revenue

The Company’s revenues are disaggregated based on revenue type. The Company’s net revenues for the years ended December 31, 2025 and 2024 are disaggregated as follows:

		For the Years Ended December 31,
Revenue Types	Revenue Recognition	2025		2024
Events revenue	At a point in time	$	53,615,586	$	24,855,638
Digital revenue	Over time		9,423,467		5,723,885
Print revenue	At a point in time		306,503		339,764
Advisory revenue	Over time		2,238,693		—
Other revenue	At a point in time		436,303		507,386
Total revenue		$	66,020,552	$	31,426,673

NOTE 4 – Net Income Per Share

The following table sets forth the computation of the Company’s basic and diluted income per common share for the years ended December 31, 2025 and 2024, as follows:

	For the Years Ended December 31,
	2025			2024
Numerator:
Net income	$	14,813,416		$	3,637,131
Preferred share dividend		(213,220	)		(213,804	)
Net income available for common shares	$	14,600,196		$	3,423,327
Denominator:
Weighted average common shares outstanding (basic)		1,789,277			1,746,499
Dilutive effect of stock options		47,497			292,816
Weighted average common shares outstanding (diluted)		1,836,774			2,039,315
Basic earnings per share	$	8.16		$	1.96
Diluted earnings per share	$	7.95		$	1.68

NOTE 5 – Property and Equipment, Net

Property and equipment, net as of December 31, 2025 and 2024 consists of the following:

	Estimated useful life	December 31, 2025			December 31, 2024
Computers and equipment	3-5 years		101,331			100,778
Production equipment	3-5 years		7,849			—
Furniture and fixtures	3-5 years		3,588			—
Less: Accumulated depreciation			(66,192	)		(93,923	)
Property and equipment, net		$	46,576		$	6,855

Depreciation expense for the years ended December 31, 2025 and 2024 was $10,344 and $24,195, respectively.

NOTE 6 – Intangible Assets, Net

Intangible assets, net as of December 31, 2025 and 2024 consists of the following:

	Estimated useful life	December 31, 2025			December 31, 2024
Domain purchase	5 years		50,000			50,000
IP Magazine	Indefinite		78,364			78,364
Less: Accumulated amortization			(50,000	)		(50,000	)
Intangible assets, net		$	78,364		$	78,364

Amortization expense for the years ended December 31, 2025 and 2024 was $0 and $321, respectively. As of January 31, 2024, the intangible assets associated with Domain purchase were fully amortized.

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The Company’s IP Magazine intangible asset is classified as an indefinite-lived intangible asset and, accordingly, is not subject to amortization. Management has determined that the IP Magazine has an indefinite useful life because the Company continues to actively use the publication, the asset does not have a legal, contractual, or regulatory expiration date, and there are no foreseeable limits on the period over which the asset is expected to contribute to future cash flows. The IP Magazine is evaluated for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. As of December 31, 2025 and 2024, management performed its impairment evaluations and determined that no impairment existed with respect to the IP Magazine intangible asset.

NOTE 7 — Fair Value Measurements

Digital Assets

The Company accepts digital assets, including Bitcoin, stablecoins, and other cryptocurrencies, from customers, in the ordinary course of business, as a form of payment for goods and services, primarily in connection with events and subscription services. The Company’s digital assets are held for operating purposes as the intent is to convert digital assets received as a form of payment to cash or to use them to fulfill expenses or other obligations. These assets are not maintained for investment or speculative activities.

The following table summarizes the Company’s digital asset holdings and their classification within the fair value hierarchy under ASC 820:

	Fair Value	For the Year Ended December 31, 2025
Digital asset	Hierarchy	Units		Cost Basis		Fair Value
Bitcoin (BTC)	Level 1		1.938	$	145,335	$	169,630
USDT	Level 1		766.961		766		766
Total digital assets				$	146,101	$	170,396

	Fair Value	For the Year Ended December 31, 2024
Digital asset	Hierarchy	Units		Cost Basis		Fair Value
Bitcoin (BTC)	Level 1		0.913	$	89,403	$	85,240
Ethereum (ETH)	Level 1		0.026		103		87
USDT	Level 1		154,736.339		154,574		154,736
USDC	Level 1		10,494.392		10,494		10,494
Total digital assets				$	254,574	$	250,557

The following table provides a reconciliation of digital assets as of December 31, 2025 and 2024:

	For the Years Ended
	December 31, 2025			December 31, 2024
Beginning Balance	$	250,557		$	116,550
Additions		16,932,236			13,317,449
Disposals		(17,084,596	)		(13,320,082	)
Realized gain on disposals		47,904			139,247
Change in fair value of digital assets		24,295			(2,607	)
Ending Balance	$	170,396		$	250,557

All digital assets are held with a third-party custodian. The Company periodically reviews custody arrangements and internal controls to mitigate risks associated with digital asset security and access.

Additions to digital assets primarily represent cryptocurrencies received from customers as a form of payment in the ordinary course of business. Disposals of digital assets reflect the Company’s sale of cryptocurrencies for U.S. dollars, generally to manage liquidity and fund operating activities. Gains recognized on disposals represent the difference between the carrying value of the digital assets and the proceeds received upon sale. Changes in the fair value of digital assets reflect period-to-period valuation adjustments based on observable market prices.

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Simple Agreement for Future Equity (SAFE) Note

In February 2021, the Company issued a Simple Agreement for Future Equity (“SAFE”) in exchange for a cash investment of $500,000. The SAFE note entitles the holder to convert the SAFE into the Company’s preferred stock, of which the classification of the preferred stock had not yet been authorized or established as of issuance date of the SAFE. The terms provide for automatic conversion of the SAFE agreements’ purchase amounts into the Company’s preferred stock upon the occurrence of an equity financing, liquidation, or dissolution event, as fully defined in the SAFE agreement. The number of shares of preferred stock the SAFE note converts into is the purchase amount divided by the conversion price, as fully defined in the SAFE agreements.

The Company recorded the SAFE as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity, as the investor does not exercise control over the Company and the SAFE embodies an obligation. The SAFE note is subsequently remeasured at fair value. These instruments are classified as Level 3 within the fair value hierarchy under ASC 820 due to the use of significant unobservable inputs in their valuation.

The fair value of the SAFE note is determined by using valuation models that incorporate significant unobservable inputs. These inputs include assumptions related to the probability and timing of a qualifying equity financing or other liquidity event, the expected enterprise value of the Company at the time of conversion, expected volatility, and an appropriate discount rate. Because these inputs are unobservable and involve significant judgment, changes in these assumptions could have a material impact on the estimated fair value of the SAFE note. In particular, increases in the assumed probability of an equity financing or higher expected enterprise values would generally result in an increase in the fair value of the SAFE note, while increases in the discount rate or decreases in expected valuation assumptions would generally result in a decrease in fair value.

In 2021, the Company initially recorded the SAFE at $500,000. As of December 31, 2024, the estimated fair value of the SAFE was $482,000 and included in long-term debt, net in the accompanying consolidated balance sheets. As of December 31, 2025, the estimated fair value of the SAFE was $483,000 and recorded as SAFE note on the accompanying consolidated balance sheets. Accordingly, the Company recognized a $1,000 gain in the change in fair value of SAFE note, for the year ended December 31, 2025, which is included in other income (expense) on the consolidated statements of operations.

The following tables present information about the change in fair value of the Company’s Level 3 SAFE note for the years ended December 31, 2025 and 2024:

	For the Years Ended December 31,
SAFE note	2025		2024
Beginning of period	$	482,000	$	312,000
Change in fair value		1,000		170,000
End of period	$	483,000	$	482,000

NOTE 8 – Related Party Transactions

Related Party Loans Receivable

In 2021, the Company entered into loan agreements with David Bailey, co-founder and former CEO of the Company. These loans were made under terms approved by the Board of Directors, bear interest of 2% per annum, and are payable in full at maturity date. Interest is payable annually and principal repayments may be made at any time without penalty. Management monitors compliance with these agreements on an ongoing basis. No amounts were written off or forgiven during the years.

As of December 31, 2025 and 2024, the outstanding receivables from Mr. Bailey were $999,982 and recorded as related party receivables on the accompanying consolidated balance sheets. The Company had interest receivable of $4,659 at December 31, 2025. For the year ended December 31, 2024, the Company had an interest payable balance of $15,340, due to an over payment and is included in related party interest payables on the accompanying consolidated balance sheets.

UTXO Management GP, LLC (“UTXO”) is a related party of the Company since the majority shareholders of UTXO are also majority stockholders of the Company. Accordingly, transactions between the Company and UTXO are considered related-party transactions.

In June 2021, the Company entered into a loan agreement with UTXO. Under the terms of the agreement, the Company provided a total loan of $782,093 to UTXO, disbursed in two installments: an initial payment of $621,432 in June 2021, followed by a second payment of $160,661 in February 2022. The loan was interest-free, unsecured, and scheduled to mature in June 2026. As of December 31, 2024, the Company wrote off the outstanding balance of $582,093 and was recognized as bad debt expense in the consolidated statements of operations for the year ended December 31, 2024. The write-off was treated as a forgiveness of the loan and reduced the related party loan receivable balance to zero as of December 31, 2024. Accordingly, no balance related to this loan was outstanding as of December 31, 2025.

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Effective January 1, 2024, the Company entered into a Marketing Services Agreement with UTXO under which the Company provides marketing services to UTXO and the Company is granted the right and option, but not the obligation, to purchase from the UTXO all, but not less than all, of the issued and outstanding equity interests of UTXO (the “Call Right”). During the years ended December 31, 2025 and 2024, the Company earned $2,930,000 and $3,004,441, respectively, in service fees from UTXO, which is included in contract assets on the accompanying consolidated balance sheets. Subsequent to December 31, 2025, the Company exercised its call right with respect to UTXO concurrently with the closing of the Nakamoto Inc. acquisition, as further described in Note 15 – Subsequent Events.

Nakamoto Holdings Inc. (“Nakamoto”) is a related party of the Company because the majority shareholders of Nakamoto are also the majority stockholders of the Company. Accordingly, transactions between the Company and Nakamoto are considered related-party transactions.

As of December 31, 2025, the Company had an unbilled contract asset of $80,892 representing marketing services revenue earned from Nakamoto but not yet invoiced, which is included in contract assets on the accompanying consolidated balance sheets. This balance was invoiced and collected in cash from Nakamoto in January 2026, prior to the closing of the Merger on February 19, 2026.

Investment in UTXO Bitcoin Ecosystem US Fund 1 LP

The Company holds a limited partnership interest in UTXO Bitcoin Ecosystem US Fund 1 LP (the “UTXO Fund”), a fund sponsored and managed by UTXO Management GP, LLC. As UTXO is a related party of the Company, as described above, this investment constitutes a related party transaction subject to the disclosure requirements of ASC 850, Related Party Disclosures. The investment was made on terms approved by the Board of Directors. The carrying value of the Company’s interest in the UTXO Fund was $200,000 as of December 31, 2025 and 2024, respectively. Management performed its annual qualitative impairment assessment as of December 31, 2025 in accordance with ASC 321-10-35-3 and identified no impairment indicators. Accordingly, no impairment was recognized during the years ended December 31, 2025 or 2024, and the investment continues to be carried at cost. The Company received no distributions from the UTXO Fund during the years ended December 31, 2025 or 2024. As further described in Note 15 — Subsequent Events, in connection with the closing of the Merger on February 19, 2026, the Company’s interest in the UTXO Fund was transferred to Nakamoto Inc. as part of the all-stock merger transaction.

Related Party Payables

David Bailey, co-founder and former CEO of the Company, has paid certain expenses on behalf of the Company and has provided funding to the Company. As of December 31, 2025 and 2024, the Company had payables due to Mr. Bailey of $437,437 and $661,510, respectively, which are included in related party payables on the accompanying consolidated balance sheets.

Tyler Evans, co-founder and former CIO of the Company, has paid certain expenses on behalf of the Company and has provided funding to the Company. As of December 31, 2025 and 2024, the Company had payables due to Mr. Evans of $196,000, which are included in related party payables on the accompanying consolidated balance sheets.

All related party transactions are reviewed and approved by the Company’s governance committee to ensure they are conducted on terms equivalent to those that would prevail in arm’s-length transactions.

Management believes that all related party transactions were conducted in accordance with applicable policies and regulatory requirements.

NOTE 9 – Long-term Debt

At December 31, 2025, the Company’s long-term debt consists of loans obtained under the U.S. Small Business Administration’s Economic Injury Disaster Loan (EIDL) program. These loans are recorded at their outstanding principal amount, net of any unamortized fees, and classified as long-term liabilities unless due within one year. Interest on the EIDL loan accrues and is recognized as expense in the period incurred using the effective interest method. Payments of principal and interest are made in accordance with the terms of the loan agreement, which includes a deferred payment period followed by monthly installments over a 30-year term. The Company evaluates its long-term debt for compliance with covenants and for impairment indicators at each reporting date.

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NOTE 10 – Commitments and Contingencies

Litigation

The Company follows ASC Topic 450, Contingencies, to report accounting for contingencies, liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred, and the amount of the assessment can be reasonably estimated. As of December 31, 2025, all previously accrued legal settlements have been settled and paid in full.

In March 2026, the Company became aware that an Amended Writ of Summons had been filed in the Hong Kong High Court, Court of First Instance (Action No. 909 of 2025) naming BTC Media, LLC, a subsidiary of the Company, as defendant. The plaintiff alleges breach of an oral agreement purportedly entered into in or around July 2024 relating to event procurement services in connection with certain of the Company’s events, and asserts additional claims of unjust enrichment, fraud, and tort of deceit under Hong Kong law, seeking aggregate damages of up to approximately $1,400,000 plus interest and costs, a portion of which is contingent upon event profitability thresholds.

The Company’s legal counsel has advised that the purported service of process did not comply with applicable law, as documents were delivered to an employee at the Company’s Nashville, Tennessee office who was not authorized to accept service on behalf of BTC Media, LLC. The Company is working with Hong Kong counsel to challenge the validity of the purported service. Accordingly, as of the date of these financial statements, no valid or effective service of process on BTC Media, LLC has been established.

The Company believes the claims are without merit and intends to defend these matters vigorously. Given the defective nature of the purported service, the early stage of the proceedings, the international jurisdictional complexities involved, and the absence of any written agreement underlying the claims, management does not believe these matters will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows, and no accrual has been recorded as of December 31, 2025. Other than the matter described above, management is not aware of any pending or threatened legal proceedings that would result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

NOTE 11 – Stockholders’ Equity (Deficit)

Preferred Stock

The Company has issued Series Seed and Series A Preferred Stock, each of which provides holders with certain rights, preferences, and privileges as set forth in the Company’s Certificate of Incorporation. As of December 31, 2025 and 2024, the Company has 290,555 shares of Series Seed Preferred Stock (“Series Seed”) authorized, issued and outstanding and 521,778 shares of Series A Preferred Stock (“Series A”) authorized, with 114,111 shares issued and outstanding.

Dividends and Liquidation Preference: Series Seed shares entitle the holder to receive a cumulative dividend at the annual rate of 6% of the original issue price per share, equivalent to $0.2478 per share per annum. Series A shares entitle the holder to receive a cumulative dividend at the annual rate of 6% of the original issue price. Such dividends are computed on an actual/365 day-count basis applied to the aggregate liquidation preference, resulting in annual accruals of approximately $72,000 for the Series Seed and approximately $141,220 for the Series A. Combined annual preferred dividends of $213,220 are included in the consolidated statements of equity. Such dividends accrue and are payable prior to any distributions to common stockholders. Accrued dividends are included in accumulated deficit and recorded as dividends payable on the consolidated balance sheets. As of December 31, 2025, the Company had accrued dividends payable to Series Seed and Series A holders of $714,477 and $988,663, respectively, compared with $642,477 and $847,443, respectively, as of December 31, 2024. Total dividends payable as of December 31, 2025 was $1,703,140.

Upon any liquidation, dissolution, or winding up of the Company, holders of Series Seed and Series A Preferred Stock are entitled to receive, prior to any distribution to holders of common stock, an amount per share equal to the greater of (i) the original issue price plus any accrued but unpaid dividends, or (ii) the amount that would be payable if such shares were converted into common stock immediately prior to the Liquidation Event. If available funds are insufficient to satisfy the full amounts owed to preferred stockholders, the available funds are distributed ratably among the holders based on the amounts otherwise payable.

Conversion Rights and Mechanics: Each share of preferred stock is convertible, at the holder’s option, into common stock, without additional consideration. The conversion ratio is based on the original issue price divided by the applicable conversion price, subject to adjustment. Fractional shares are not issued; holders receive cash in lieu of fractional shares based on the fair market value of common stock as determined by the Board. Conversion rights terminate upon a liquidation event immediately prior to the distribution of proceeds to preferred stockholders. To exercise conversion, a holder must surrender their preferred stock certificate(s) and provide written notice to the Company specifying the number of shares to convert. Upon conversion, the Company issues the applicable number of common shares (and any cash in lieu of fractional shares) and pays any declared but unpaid dividends on the converted shares.

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Voting Rights: Holders of Series Seed and Series A shares are not entitled to vote on, or consent to, any matter reserved for vote, or presented for vote, of the Company’s stockholders.

Common Stock

On April 23, 2025, the Company filed the First Certificate of Amendment of the Amended and Restated Certificate of Incorporation of BTC Inc. with the Delaware Secretary of State pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “Amendment”). The Amendment increased the total number of authorized shares of common stock to 3,407,409 shares, bringing total authorized capital stock to 4,219,742 shares (comprised of 3,407,409 shares of common stock and 812,333 shares of preferred stock). The Amendment was approved by the Board of Directors and by the written consent of the requisite number of stockholders in accordance with Sections 228 and 242 of the Delaware General Corporation Law.

Common stock shares entitle the holder to receive a proportionate share of all distributions after payment of the preferred return and the return of capital on the Series Seed and Series A shares.

During the year ended December 31, 2025, the Company issued 49,000 shares of common stock upon the exercise of employee stock options at a weighted average exercise price of $1.32 per share. All four exercises were processed as cashless net settlements with aggregate remittances of $409,272, comprising $64,680 in exercise price proceeds plus $344,592 in employee tax withholdings. Exercise price proceeds of $64,680 were credited to additional paid-in capital. As of December 31, 2025 and 2024, the Company had 1,795,499 and 1,746,499 shares of common stock issued and outstanding, respectively.

In December 2023, the Company converted a promissory note with a principal balance of $500,000, plus $91,644 in accrued interest, into 51,225 shares of common stock. The conversion is presented as a non-cash financing activity in the supplemental schedule to the consolidated statements of cash flows.

Stock Options

The Company’s Board of Directors approved the Revised 2018 Omnibus Incentive Plan (the “Plan”) that authorized the Board of Directors to grant awards of stock options of 719,999 shares of common stock to eligible recipients, as defined in the Plan.

The Company measures and recognizes stock-based compensation expense in accordance with ASC 718, Compensation — Stock Compensation. The Board of Directors shall grant stock options with an exercise price per share not less than the fair market value of common stock on the date of grant. The stock options generally have a vesting period of 1 to 4 years, based on continued service, and expire as determined by the Board of Directors, but not more than ten years from the date of grant. The vesting period of each outstanding option becomes accelerated upon a change in control of the Company, as defined in the Plan.

A summary of the Company’s common stock option activity and related information is as follows:

	Options			Weighted Average Exercise Price		Remaining Contractual Life (Years)		Aggregated Intrinsic Value
Outstanding at January 1, 2024		548,292		$	6.90		5.99	$	2,550,016
Exercisable at January 1, 2024		370,694		$	5.67		4.68	$	2,178,564
Granted		—			—				—
Exercised		—			—				—
Forfeited		(5,500	)		1.32				0.18
Outstanding at December 31, 2024		542,792		$	6.96		5.30	$	11,021,013
Exercisable at December 31, 2024		420,051		$	5.88		4.36	$	8,981,601
Granted		105,427			27.26				—
Exercised		(49,000	)		1.32				—
Forfeited		(25,143	)		1.49				—
Outstanding at December 31, 2025		574,076		$	11.40		5.79	$	27,225,621
Exercisable at December 31, 2025		386,185		$	7.05		4.28	$	19,998,380

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During the year ended December 31, 2025, 49,000 stock options were exercised by employees at a weighted average exercise price of $1.32 per share, resulting in total cash proceeds of $64,680, representing exercise price payments at $1.32 per share. No stock options were exercised during the year ended December 31, 2024.

The following is a summary of non-vested common stock options as of December 31, 2025 and 2024, and changes during 2025 and 2024:

	Options			Weighted Average Fair Value
Non-vested at December 31, 2023		161,925		$	5.16
Granted		—			—
Vested		(54,857	)		5.30
Forfeited		(5,500	)		0.18
Non-vested at December 31, 2024		101,568		$	4.03
Granted		105,427			19.81
Vested		(40,277	)		5.12
Forfeited		(25,143	)		0.82
Non-vested at December 31, 2025		141,575		$	14.70

As of December 31, 2025 and 2024, there was approximately $2,125,025 and $442,126 of total unrecognized stock-based compensation to be recognized over a weighted average period of 2.11 and 1.46 years related to unvested options, respectively. The weighted average contractual term of options exercisable is 4.28 and 4.36 years as of December 31, 2025 and 2024, respectively.

The Company recognized stock-based compensation expense of $335,971 and $193,052 for the years ended December 31, 2025 and 2024, respectively, included in general and administrative expense. No compensation expense was recognized at the exercise date of any 2025 NSO exercise; the exercise-date spread constitutes ordinary income to the employee and a tax deduction for the Company under IRC §83, but does not give rise to GAAP compensation expense under ASC 718.

The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the estimated fair value of the Company’s common stock. If the exercise price exceeds the estimated fair value of the common stock, the option has no intrinsic value. Intrinsic value reflects the immediate economic benefit that would be realized if the option were exercised on that date and does not incorporate the option’s remaining contractual term, volatility, or other valuation assumptions.

The aggregate intrinsic value of options exercised during the year ended December 31, 2025 was $1,271,060, representing the spread between the $27.26 per share fair market value at exercise and the $1.32 exercise price across 49,000 shares. This intrinsic value constitutes the employee’s ordinary income for tax purposes and the Company’s corresponding tax deduction, but does not represent GAAP compensation expense under ASC 718. No options were exercised during the year ended December 31, 2024.

The weighted-average assumptions used under the Black-Scholes-Merton Option-Pricing Model to calculate the fair value of options granted during the year ended December 31, 2025 were as follows (no options were granted in 2024).

	For the year ended December 31, 2025
Risk-free interest rate		4.25	%
Dividend yield		0.00	%
Expected volatility		39.00	%
Expected term (in years)		4.50 years

NOTE 12 – Income Taxes

As of December 31, 2025, the Company had no remaining federal net operating loss carryforwards, as the previously available carryforwards of $6,474,257 were fully utilized during the year. As of December 31, 2024, the Company had federal net operating loss carryforwards of $6,474,257. The Company had state net operating loss carryforwards of approximately $7,840,952 as of December 31, 2025, which may be available to reduce future state taxable income. The carryforward periods vary by state, ranging from a limited number of years to indefinite. As of December 31, 2025, the Company had net deferred tax assets of $2,317,559.

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The Company had no amounts recorded for uncertain tax positions, interest, or penalties in the accompanying consolidated financial statements. The Company regularly assesses its tax positions and adjusts amounts recorded as necessary to ensure compliance with applicable tax laws and regulations. The Company’s federal income tax returns are subject to examination by the Internal Revenue Service for tax years 2022 through 2025, and state income tax returns remain subject to examination for tax years 2021 through 2025, with specific examination periods varying by jurisdiction.

The provision for (benefit from) income taxes consists of the following for the years ended December 31, 2025 and 2024:

	Years Ended December 31,
	2025		2024
Current:
Federal	$	758,753	$	103,858
State		516,313		3,520
Total current		1,275,066		107,378
Deferred:
Federal		3,022,914		(3,060,519	)
State		587,830		(2,867,784	)
Total deferred		3,610,744		(5,928,303	)
Total provision for (benefit from) income taxes	$	4,885,810	$	(5,820,925	)

The Company’s effective income tax rate for the year ended December 31, 2025 was approximately 24.8%, reflecting income tax expense of $4,885,810 on pre-tax income of $19,699,226, compared to an effective tax benefit rate of (266.6%) for the year ended December 31, 2024, which was attributable to the full reversal of the Company’s valuation allowance on its deferred tax assets. The following describes the primary categories of items causing the effective rate to differ from the U.S. federal statutory rate of 21% for the year ended December 31, 2025:

	●	State and local income taxes, net of federal benefit: State income taxes comprised of current and deferred state income tax expense, net of the federal tax benefit, increased the effective rate by approximately 4.2 percentage points or approximately $830,941. The Company is subject to income tax in multiple state jurisdictions the net-of-federal-benefit presentation reflects the federal deduction available for state taxes paid.
	●	Other items, net: Other permanent differences, net of offsetting items, reduced the effective rate by approximately 0.5 percentage points, primarily reflecting nondeductible expenses, stock options exercised, and other items that do not have a corresponding tax effect.

Deferred income tax assets and liabilities as of December 31, 2025 and 2024, consisted of the following temporary differences and carry-forward items:

	Years Ended December 31,
Deferred tax assets (liabilities):	2025		2024
Accruals	$	176,104	$	104,805
Intangible assets		6,375		7,225
Capitalized R&D in accordance with IRS Section 174		55,312		231,875
Net operating loss carryforwards		388,138		1,857,340
Litigation settlement		—		2,133,495
Capital loss carryover		1,358,356		1,334,474
R&D tax credit		17,294		17,294
Stock compensation		250,970		170,461
Other		65,010		71,334
Total deferred tax assets, net	$	2,317,559	$	5,928,303

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Income Taxes Paid

The following table presents income taxes paid (net of refunds received) for the years ended December 31, 2025 and 2024, disaggregated by federal and state jurisdiction, in accordance with ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures:

	Years Ended December 31,
	2025		2024
Federal	$	986,096	$	—
State and local
Tennessee		455,501		—
All other states		67,926		11,119
Total income taxes paid, net of refunds	$	1,509,523	$	11,119

Differences between cash income taxes paid presented in the statement of cash flows and income taxes paid disclosed above relate to refunds received and payments attributable to prior-year tax returns during the period.

In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those deductible temporary differences reverse. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

As of December 31, 2023, the Company recorded a full valuation allowance against its deferred tax assets due to cumulative losses and uncertainty regarding the realization of such assets. During the year ended December 31, 2024, management reassessed the realizability of its deferred tax assets and determined that sufficient positive evidence existed to conclude that it is more likely than not that the deferred tax assets will be realized. This assessment was primarily based on the recognition of significant taxable temporary differences, including those related to the litigation settlement, improved expectations of future taxable income, and the utilization of net operating losses within their carryforward periods. Accordingly, the Company reversed the valuation allowance of $5,321,334. As a result of the valuation allowance reversal, the Company recognized an income tax benefit of $5,820,925 for the year ended December 31, 2024, reflecting the release of the full valuation allowance and the recognition of net deferred tax assets of $5,928,303 on the consolidated balance sheet as of December 31, 2024.

During the year ended December 31, 2025, management reassessed the realizability of its deferred tax assets in accordance with ASC 740-10-30. The most significant remaining deferred tax asset as of December 31, 2025 is a capital loss carryover of $1,358,356, which management considered in its realizability assessment. In weighing the positive and negative evidence, management considered the following:

	●	Positive evidence included the Company’s full utilization of approximately $6,474,257 of federal net operating loss carryforwards during fiscal year 2025, demonstrating the ability to generate sufficient taxable income. Management also considered the Company’s projections of strong future taxable income supported by renewed strategic partnerships, expanding media and events platforms, and increasing institutional engagement in the Bitcoin ecosystem.
	●	Negative evidence included the Company’s history of losses in prior years and the limited deferred tax liabilities available to offset existing deferred tax assets, which creates uncertainty regarding the realization of all deferred tax assets within the foreseeable future.

Based on the weight of all available positive and negative evidence, management concluded that it is more likely than not that the Company’s deferred tax assets will be realized and, accordingly, no valuation allowance was recorded as of December 31, 2025. This conclusion applies at both the federal level and across all state jurisdictions in which the Company operates.

NOTE 13 – Segment Reporting

The Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”). The CODM evaluates the Company’s financial performance and makes decisions about the allocation of resources based on segment revenue and segment gross profit. The Company has identified four reportable segments: Events, Digital, Advisory, and Print. Operating expenses below gross profit, consisting of general and administrative expenses, sales and marketing expenses, and depreciation, are managed at the consolidated level and are not allocated to individual reportable segments.

Segment Descriptions

	●	Events: The Events segment produces large-scale Bitcoin conferences and generates revenue from sponsorships, ticket sales, and event-related ancillary income. The segment’s flagship property is the Bitcoin Conference, the world’s largest annual Bitcoin-focused event. Event costs, including production, venue, audio/visual, travel, security, and speaker fees, are directly attributable to the Events segment.
	●	Digital: The Digital segment delivers Bitcoin-focused content, marketing services, and media products through the Company’s online platforms. Revenue is generated from marketing services including branded content and native advertising, digital media advertising, multimedia content, digital licensing, and online store sales.
	●	Advisory: The Advisory segment serves institutional clients and corporations seeking Bitcoin strategy, policy intelligence, and executive education. The segment was formally launched in fiscal year 2025 and generates revenue from corporate subscriptions under the Bitcoin For Corporations membership program, consulting engagements, and symposium sponsorships.
	●	Print. The Print segment generates revenue from advertising and subscriptions in the Bitcoin Magazine print edition.

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The Advisory and Print segments do not individually meet the 10% quantitative revenue threshold under ASC 280-10-50-12; however, management has elected to present both as separate reportable segments pursuant to ASC 280-10-50-15, as management believes separate disclosure is necessary for users to properly evaluate the Company’s strategic evolution toward a more diversified, recurring revenue base and because each segment has a distinct revenue profile, production process, and gross margin that would be obscured through aggregation.

Segment Revenue

The following table presents revenue by reportable segment for the years ended December 31, 2025 and 2024:

	Years Ended December 31,
	2025		2024
Events	$	53,615,586	$	24,855,638
Digital		9,423,467		5,723,885
Advisory		2,238,693		—
Print		306,503		339,764
Other (unallocated)		436,303		507,386
Total Revenue	$	66,020,552	$	31,426,673

Segment Gross Profit

The following table presents cost of revenue and gross profit by reportable segment for the years ended December 31, 2025 and 2024:

	Year Ended December 31, 2025				Year Ended December 31, 2024
	Cost of Revenue		Gross Profit		Cost of Revenue		Gross Profit
Events	$	20,306,099	$	33,309,487	$	10,195,937	$	14,659,701
Digital		405,797		9,017,670		595,449		5,128,436
Advisory		158,871		2,079,822		—		—
Print		134,652		171,851		253,532		86,232
Other (unallocated)		195,721		240,582		96,858		410,528
Consolidated	$	21,201,140	$	44,819,412	$	11,141,776	$	20,284,897

Significant Segment Expenses

The following table presents the significant expense categories within each segment’s cost of revenue that are regularly provided to the CODM, in accordance with ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures:

		Years Ended December 31,
		2025		2024
Events	Production	$	10,374,688	$	3,616,116
Events	Venue		4,048,277		1,069,053
Events	Audio and visual		2,967,541		2,556,588
Events	Travel and lodging		882,082		658,099
Events	Security		577,599		187,552
Events	Speakers and content		333,324		281,241
Events	Other event cost of revenue		1,122,588		1,827,288
Digital	Content production and distribution		405,797		595,449
Advisory	Research, personnel, and service delivery		158,871		—
Print	Editorial, design, and materials	$	134,652	$	253,532

There are no other segment items within any reportable segment. The significant expenses disclosed above represent each segment’s directly attributable cost of revenue in its entirety and reconcile directly to segment gross profit without further adjustment.

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Reconciliation of Segment Gross Profit to Consolidated Net Income (Loss) Before Income Taxes

The following table reconciles total segment gross profit to consolidated net income (loss) before income taxes for the years ended December 31, 2025 and 2024. Operating expenses below gross profit are not allocated to reportable segments.

	Years Ended December 31,
	2025			2024
Events gross profit	$	33,309,487		$	14,659,701
Digital gross profit		9,017,670			5,128,436
Advisory gross profit		2,079,822			—
Print gross profit		171,851			86,232
Other gross profit		240,582			410,528
Total gross profit		44,819,412			20,284,897
Less:
General and administrative		(24,258,967	)		(21,023,719	)
Sales and marketing		(1,176,435	)		(667,852	)
Depreciation and amortization		(10,344	)		(24,195	)
Income (loss) from operations		19,373,666			(1,430,869	)
Total other income (expense), net		325,560			(752,925	)
Net income (loss) before income taxes	$	19,699,226		$	(2,183,794	)

Geographic and Major Customer Information

The Company is domiciled in the United States and substantially all revenue is generated from U.S. based customers. The Company participates in certain international conferences through cooperative arrangements where it acts as agent; no single foreign country accounted for 10% or more of consolidated revenue for the years ended December 31, 2025 or 2024. Substantially all long-lived assets are located in the United States.

No single external customer accounted for 10% or more of consolidated revenue for the years ended December 31, 2025 or 2024. Marketing services revenue from UTXO Management GP, LLC, a related party, totaled $2,930,000 and $3,004,441 for the years ended December 31, 2025 and 2024, respectively, and is reported within the Digital segment. See Note 8 — Related Party Transactions.

NOTE 14 – Risks and Uncertainties

The Company operates in the cryptocurrency and digital asset industry, which is subject to significant volatility, rapid technological change, and evolving regulatory requirements. A substantial portion of the Company’s revenue is derived from Bitcoin-focused events, media, sponsorships, advertising, and subscriptions, which are sensitive to market demand, industry developments, and public perception of Bitcoin. Adverse developments, including market volatility, security incidents, technological challenges, or negative publicity, could reduce attendance at events, lower advertising and sponsorship demand, and decrease subscription revenues.

The Company also faces concentration risks related to major events and revenue streams, as well as reliance on third-party service providers, venues, payment processors, and technology platforms. Disruptions, failures, cybersecurity incidents, or financial difficulties experienced by these parties could materially affect operations.

These factors could materially and adversely affect the Company’s business, financial condition, and results of operations.

NOTE 15 – Subsequent Events

The Company has evaluated subsequent events through March 27, 2026, the date the audited consolidated financial statements for the years ended December 31, 2025 and 2024, were available to be issued.

Marketing Services Agreement and Merger with Nakamoto Inc.

On May 12, 2025, the Company entered into a Marketing Services Agreement with Nakamoto, under which the Company will deliver services aimed at increasing visibility, credibility, and market positioning for Nakamoto, a Bitcoin treasury management company.

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In accordance with the Marketing Services Agreement, Nakamoto is granted the right and option, but not the obligation, to purchase from the stockholders of the Company all, but not less than all, of the issued and outstanding shares of capital stock of the Company (the “Call Right”). The Call Right is exercisable for the thirty-six (36) month period commencing on the date of a qualifying event, defined as the earlier of the closing of an IPO or consummation of a merger agreement pursuant to which Nakamoto becomes a subsidiary of a publicly traded company. Simultaneously, the Company is granted the right and option, but not the obligation, to sell and transfer to Nakamoto all, but not less than all, of the issued and outstanding shares of capital stock of the Company (the “Put Right”) for a period of thirty-six (36) months commencing on the date of a qualifying event.

In addition, on May 12, 2025, Nakamoto entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kindly MD, Inc. (NASDAQ: KDLY, a Utah corporation (“Kindly”), Kindly Holdco Corp, a Delaware corporation and a direct, and wholly-owned subsidiary of Kindly (“Merger Sub”). Pursuant to the Kindly Merger Agreement, on August 14-15, 2025, Kindly completed its merger with Nakamoto Holdings, with Nakamoto Holdings becoming a wholly-owned subsidiary of Kindly. In connection with the closing, Kindly raised approximately $540,000,000 through a private placement in public equity (PIPE financing), which triggered the Qualifying Event under the MSA.

Kindly was subsequently renamed Nakamoto Inc. and its Nasdaq ticker changed to NAKA. All rights and obligations of Nakamoto Holdings under the MSA were assigned to and assumed by Nakamoto Inc.

The per share price for any equity consideration to be issued under the MSA was established at the PIPE Financing price per share of $1.12 (the “PIPE Price Per Share”). The aggregate consideration payable to BTC Inc. stockholders upon exercise of the Call Right was to be calculated based on an industry-standard multiple, not less than 10, of BTC Inc.’s EBITDA, divided by the PIPE Price Per Share, subject to a cap of 600,000,000 shares of Nakamoto Inc. common stock.

Acquisition of BTC Inc. and UTXO Management by Nakamoto Inc.

On February 16, 2026, Nakamoto Inc. (NASDAQ: NAKA) exercised its Call Right under the MSA and entered into a definitive Agreement and Plan of Merger (the “BTC Merger Agreement”) to acquire BTC Inc. Concurrently, BTC Inc. exercised its Call Right with respect to UTXO Management GP, LLC (“UTXO”), and Nakamoto Inc. entered into a separate Agreement and Plan of Merger to acquire UTXO simultaneously (together, the “Mergers”). The Mergers were structured as all-stock exchanges. No additional approval from Nakamoto Inc. shareholders was required to consummate the transaction, as Nakamoto Inc. shareholders had previously approved the issuance of up to 600,000,000 shares of Nakamoto Inc. common stock in connection with the MSA on May 18, 2025.

Pursuant to the BTC Merger Agreement, all issued and outstanding shares of BTC Inc. capital stock were converted into the right to receive 336,804,102 shares of Nakamoto Inc. common stock (net of shares reserved for assumed BTC Inc. stock options), calculated by dividing a base consideration value of approximately $377,220,594 by the fixed PIPE Price Per Share of $1.12 as required by the MSA. UTXO equity holders received 26,785,714 shares of Nakamoto Inc. common stock (calculated by dividing a $30,000,000 base value by $1.12). The Mergers were intended to qualify as tax-free reorganizations within the meaning of Section 368(a) of the Internal Revenue Code.

On February 19, 2026, both Mergers closed. Upon closing, BTC Inc. and UTXO became wholly-owned subsidiaries of Nakamoto Inc. On a fully diluted basis, BTC Inc. and UTXO securityholders received in the aggregate 364,795,104 shares of Nakamoto Inc. common stock (net of assumed options). Based on Nakamoto Inc.’s closing price of $0.248 per share on February 19, 2026, the aggregate consideration for the combined transaction was valued at approximately $81,632,852 (net of aggregate strike prices for assumed options). Shares of Nakamoto Inc. common stock received by BTC Inc. security holders are subject to lock-up restrictions, with 50% of shares restricted for six months and the remaining 50% restricted for twelve months following the closing.

David Bailey, co-founder and former CEO of BTC Inc., serves as Chairman and Chief Executive Officer of Nakamoto Inc. Tyler Evans, co-founder and former CIO of BTC Inc., serves as Chief Investment Officer of both UTXO and Nakamoto Inc. Given these relationships, the transaction constitutes a related-party transaction and was negotiated and approved on terms believed to be consistent with arm’s-length standards. In connection with its review and approval of the Mergers, the Nakamoto Inc. Board of Directors formed a special committee of independent directors, which retained B. Riley Securities, Inc. as independent financial advisor and fairness opinion provider, and Simpson Thacher & Bartlett LLP as independent legal counsel. Based on preliminary unaudited results for the twelve-month period ended September 30, 2025, BTC Inc. and UTXO combined (after intercompany eliminations) generated approximately $80,500,000 in revenue, $34,200,000 in EBITDA, and $40,100,000 in net income. Legal counsel to the respective parties were as follows: Reed Smith LLP advised Nakamoto Inc.; Bradley Arant Boult Cummings LLP advised BTC Inc.; and Haynes and Boone, LLP advised UTXO. TD Securities (USA) LLC served as financial advisor to Nakamoto Inc.

The consummation of this transaction prior to the issuance date of these consolidated financial statements further supports management’s conclusion that no substantial doubt exists regarding the Company’s ability to continue as a going concern, as further described in Note 1 — Description of Organization and Business Operations.

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Fenbushi Share Repurchase

In connection with and as approved by the Board of Directors on February 14, 2026, the Company repurchased shares of its capital stock held by Fenbushi Capital for approximately $6,700,000. This repurchase was approved contemporaneously with the merger transaction and funded in connection with the closing of the Merger on February 19, 2026. The $6,700,000 repurchase price did not include any separately stated payment of accrued preferred dividends.

Repayment of SAFE Note

In connection with the closing of the Merger on February 19, 2026, the outstanding Simple Agreement for Future Equity (SAFE) was repaid in full for $500,000. The repayment was triggered by the consummation of the Merger, which constituted a Liquidation Event under the terms of the SAFE agreement. As of December 31, 2025, the SAFE was carried at its estimated fair value of $483,000 on the consolidated balance sheets. The difference of $17,000 between the $500,000 repayment amount and the $483,000 carrying value will be recognized as a loss on extinguishment of the SAFE in the period of closing.

Declaration and Settlement of Dividends

Subsequent to December 31, 2025, the Board of Directors formally declared dividends on the Company’s Series Seed Preferred Stock and Series A Preferred Stock. As of December 31, 2025, cumulative unpaid preferred dividends of $1,703,140 ($714,477 attributable to Series Seed and $988,663 attributable to Series A) had been accrued and are reflected as a current liability on the consolidated balance sheets. In connection with the closing of the Merger on February 19, 2026, the declared dividends were settled in full. A portion of the dividends attributable to David Bailey was applied against his outstanding related party loan receivable balance as further described below. The remaining dividends payable to all other preferred stockholders were settled in cash in connection with the merger closing.

Acceleration of Equity Award Vesting

In connection with the closing of the Merger on February 19, 2026, the vesting of all outstanding unvested stock options was accelerated in accordance with the terms of the Company’s Revised 2018 Omnibus Incentive Plan, which provides for accelerated vesting upon a change in control of the Company. The acceleration of vesting resulting from the change in control will result in the recognition of the remaining unrecognized compensation expense in the period of closing.

Related Party Transactions

Subsequent to December 31, 2025, the Board of Directors approved the application of accrued dividends payable to David Bailey, co-founder and former Chief Executive Officer, toward the repayment of his outstanding related party loan receivable balance of approximately $999,982. As of December 31, 2025, the Company had accrued interest receivable of $4,659 on the Bailey loan. Pursuant to the Board-approved netting arrangement, $999,982 of Mr. Bailey’s share of the declared preferred dividends was applied against the outstanding principal balance, fully extinguishing the related party loan receivable as of the closing date. This netting arrangement represents a related-party transaction conducted on terms approved by the Board of Directors.

Additionally, subsequent to December 31, 2025, the Company completed the sale of artwork to David Bailey for approximately $50,000. The artwork had no carrying value on the Company’s consolidated balance sheets at the time of sale. This transaction is disclosed in accordance with the related party disclosure requirements of ASC 850, Related Party Disclosures, as Mr. Bailey is a principal shareholder and former executive officer of the Company.

Settlement of Related Party Payables

As of December 31, 2025, the Company had outstanding payables to related parties totaling $633,437, consisting of $437,437 due to David Bailey, co-founder and former Chief Executive Officer, and $196,000 due to Tyler Evans, co-founder and former Chief Investment Officer, representing expenses paid by these individuals on behalf of the Company and funding provided to the Company. In addition, the Company had accrued related party interest payables of $308,143 as of December 31, 2025. In connection with the closing of the Merger on February 19, 2026, the outstanding related party payables due to Mr. Bailey of $437,437 and the related party interest payables of $308,143 were netted against other amounts settled in connection with the Merger. The outstanding payable of $196,000 due to Mr. Evans was similarly netted against other amounts settled in connection with the closing of the Merger. These transactions represent related-party transactions conducted on terms approved by the Board of Directors in accordance with ASC 850, Related Party Disclosures.

Collection of Contract Assets

As of December 31, 2025, the Company had contract asset balances totaling $3,010,892 due from related parties, consisting of $2,930,000 earned from UTXO Management GP, LLC and $80,892 earned from Nakamoto Holdings Inc., representing marketing services revenue earned under the respective Marketing Services Agreements but not yet invoiced as of December 31, 2025. Both balances were invoiced and collected in cash in January 2026, prior to the closing of the Merger on February 19, 2026. The collection of these related party receivables prior to closing is disclosed pursuant to ASC 850, Related Party Disclosures.

Repayment of EIDL Loan

As of December 31, 2025, the Company had an outstanding Economic Injury Disaster Loan (“EIDL”) from the U.S. Small Business Administration with a carrying value of $315,810, classified as long-term debt on the consolidated balance sheets. In January 2026, prior to the closing of the Merger, the Company repaid the EIDL loan in full. The total cash paid to retire the EIDL was $360,433, consisting of $300,030 of outstanding principal and $60,403 of accrued interest through the payoff date. No prepayment penalty was incurred. The early repayment of this obligation is disclosed pursuant to ASC 855, Subsequent Events.

- 25 -

Exhibit 99.2

UTXO Management GP, LLC

Years Ended December 31, 2025 and 2024

Annual Report

Table of Contents

Independent Auditors’ Report	1
Financial Statements
Balance Sheets as of December 31, 2025 and December 31, 2024	2
Statements of Operations for the Years Ended December 31, 2025 and December 31, 2024	3
Statements of Changes in Members’ Equity for the Years Ended December 31, 2025 and December 31, 2024	4
Statements of Cash Flows for the Years Ended December 31, 2025 and December 31, 2024	5
Notes to Financial Statements	6

Report of Independent Registered Public Accounting Firm

To the Member’s and the Board of Directors of UTXO Management GP, LLC:

Opinion on the Financial Statements

We have audited the accompanying balance sheets of UTXO Management GP, LLC (the Company) as of December 31, 2025 and 2024, the related statements of operations, members’ equity and cash flows, for the years then ended, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

We have served as the Company’s auditor since 2025.

/s/ Wolf & Company, P.C.

Boston, Massachusetts

March 27, 2026

1

UTXO Management GP, LLC

Balance Sheets

	December 31,
	2025		2024

Current Assets:
Cash and cash equivalents	$	576,690	$	21,153
Management fees receivable - related party		169,634		52,998
Prepaid expenses and other assets		67,553		44,471
Due from related party - current		68,906		—
Total current assets:		882,783		118,622

Investments		11,305,886		8,490,879
Total assets	$	12,188,669	$	8,609,501

Current Liabilities:
Accounts payable and accrued expenses	$	6,100	$	256,207
Due to related party - accrued expenses		2,930,000		3,004,441
Total current liabilities		2,936,100		3,260,648

Commitments and contingencies (Note 2)

Total members’ equity		9,252,569		5,348,853
Total liabilities and members’ equity	$	12,188,669	$	8,609,501

The accompanying notes are an integral part of these audited financial statements.

2

UTXO Management GP, LLC

Statements of Operations

	For the Years Ended December 31,
	2025			2024
Income:
Performance fee income	$	13,827,301		$	7,299,700
Management fee income		3,329,404			395,998
Total income		17,156,705			7,695,698

Operating expenses:
Selling, general, and administrative		5,298,374			3,830,372
Total operating expenses		5,298,374			3,830,372
Income from operations		11,858,331			3,865,326

Other income:
Unrealized investment (loss) gain, net		(861,707	)		481,521
Realized gain (loss), net		(31,376	)		—
Other income, net		3,831			44,145
Gain on debt extinguishment		—			582,096
Total other (loss) income		(889,252	)		1,107,762

Net income	$	10,969,079		$	4,973,088

The accompanying notes are an integral part of these audited financial statements.

3

UTXO Management GP, LLC

Statements of Changes in Members’ Equity

	Members’ Equity
Balance, January 1, 2024	$	375,765
Net income		4,973,088
Balance, December 31, 2024		5,348,853
Net income		10,969,079
Members distributions		(7,065,363	)
Balance, December 31, 2025	$	9,252,569

The accompanying notes are an integral part of these audited financial statements.

4

UTXO Management GP, LLC

Statements of Cash Flows

	For the Years Ended December 31,
	2025			2024

Cash flows from operating activities:
Net income	$	10,969,079		$	4,973,088
Adjustments to reconcile net income to net cash used in operating activities:
Accrued interest on convertible note		—			(3,451	)
Gain on debt extinguishment		—			(582,096	)
Unrealized investment loss (gain)		861,707			(481,521	)
Changes in operating assets and liabilities:
Management fees receivable - related party		(116,636	)		(32,714	)
Net change in investments interests		(9,345,296	)		(7,296,250	)
Prepaid expenses and other assets		(23,082	)		3,999
Due from related party		(68,906	)		—
Due to related party - accrued expenses		1,222,798			3,004,441
Accounts payable and accrued expenses		(250,107	)		254,207
Net cash provided by (used in) operating activities		3,249,557			(160,297	)

Cash flows from investing activities:
Capital contribution to investee		(1,000	)		(900	)
Redemption of investments		—			155,000
Net cash (used in) provided by investing activities		(1,000	)		154,100

Cash flows from financing activities:
Members distributions		(2,693,020	)		—
Net cash used in financing activities		(2,693,020	)		—

Net increase (decrease) in cash and cash equivalents		555,537			(6,197	)
Cash and cash equivalents at beginning of year		21,153			27,350
Cash and cash equivalents at end of year	$	576,690		$	21,153

Supplemental disclosure of significant non-cash operating and financing activities:
Related party expenses paid in BTC	$	1,297,239		$	—
Members distributions paid in BTC and GBTC	$	4,372,343		$	—

The accompanying notes are an integral part of these audited financial statements.

5

UTXO Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

1. Description of Organization and Business Operations

UTXO Management GP, LLC (“UTXO”) is a Tennessee limited liability company which was formed on August 9, 2019.

UTXO is a fund manager focused on investing in the transition from analog to digital financial systems. UTXO specializes in identifying and investing in a range of opportunities across private and public markets including early-stage technology companies, and other blockchain-related ventures.

Limited Partnership Agreement

In August 2019, UTXO (the “General Partner”) and Limited Partners (collectively, the “Partners”) entered into a limited partnership agreement (the “LPA”) and formed 210k Capital, LP (“210k Capital” or the “Fund”). In July 2025, UTXO and the Partners entered into an Amended and Restated Limited Partnership Agreement (the “Amended LPA”) governing the Fund.

In these roles, UTXO has sole and absolute discretion and authority over all aspects of the business, operations, and management of the Fund. This includes sourcing and evaluating investment opportunities, executing investment decisions, managing risk, overseeing the administration of the Fund, and providing strategic and operational guidance to the Fund. UTXO also handles investor communications, regulatory compliance, and coordination with third-party service providers.

The Fund’s primary investment objective is capital appreciation through investments in digital assets and related technologies.

In August 2025, 210k Capital Offshore Feeder Ltd. (“210k Offshore”) was formed as an exempted company limited by shares established to act as an investment vehicle for non-U.S. and certain tax-exempt investors seeking exposure to the master fund structure operated by the Fund. UTXO is the investment manager of 210k Offshore.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements of UTXO are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

Financial statements prepared in conformity with U.S. GAAP require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein. Management evaluates its estimates, assumptions, and judgments on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Significant estimates inherent to the preparation of these financial statements include, but are not limited to, revenue recognition and the fair value of investments. Actual results could differ from these estimates.

Cash and Cash Equivalents

UTXO considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Revenue Recognition

Pursuant to Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. UTXO applies the following five-step model in relation to its revenue recognition: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) UTXO satisfies each performance obligation.

UTXO provides continuous investment management services to the Fund, which includes portfolio management, risk monitoring, and consulting. These services represent a single performance obligation that is satisfied over time, consisting of a series of distinct services that are substantially the same and follow the same pattern of transfer. Although UTXO receives two forms of compensation (i.e., management fees and performance-based fees, as described in more detail below), both relate to the same underlying service of managing the Fund and are considered part of the same performance obligation. The revenue recognition under ASC 606 for each type of consideration is described below:

6

UTXO Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

Performance Fee Income

UTXO recognizes performance fee income based on the Fund’s investment performance. The performance-based income arises from UTXO’s roles as investment manager and General Partner of the Fund. The performance obligation is satisfied over time as UTXO achieves specific investment benchmarks and thresholds through the Fund as detailed below.

Performance fees are recognized only when the Net Asset Value (“NAV”) of a limited partner’s capital account exceeds the highest NAV previously allocated to that account during any of the immediately preceding eight fiscal periods (the “High Water Mark”).

If a limited partner experiences a net decrease in the NAV of its respective capital account as of the end of any fiscal year, the amount of the decrease after deduction of management fees, will be carried forward (the “Loss Carryforward”). This Loss Carryforward must be recovered in future periods before any performance allocation is earned.

Subject to the resolution of any Loss Carryforward and the application of the High Water Mark, UTXO is entitled to receive i) 20% of the increase in NAV of any Class A limited partner’s capital account and (ii) 15% of the increase in NAV of any Class B limited partner’s capital account, calculated on an annual basis.

Performance fee income is classified as variable consideration due to its dependency on the limited partner’s NAV. Given the constraint of the High Water Mark and any Loss Carryforward, variable consideration is not recognized until uncertainty is resolved. This assessment is performed at the end of each fiscal period. Once the thresholds are met, UTXO recognizes performance fee income for the fiscal period.

Management Fee Income

UTXO earns a management fee for acting as the investment manager for the Fund. The performance obligation is the management of the Fund. While the individual activities that comprise the performance obligation can vary day to day, the nature of the overall performance obligation to provide management service is the same and considered by UTXO to be a series of services that have the same pattern of transfer to the customer and the same method to measure progress toward satisfaction of the performance obligation. The series of distinct services represents a single performance obligation that is satisfied over time. UTXO recognizes revenue ratably as the Fund receives and consumes the benefits as they are provided by UTXO.

UTXO receives a management fee for its services of 2% annually of the NAV of any Class A limited partner’s capital account, which will be paid to UTXO on the last day of each month.

UTXO may also earn management fees for acting as the investment manager for other funds and special purpose vehicles (“SPV”). During the year ended December 31, 2025, UTXO provided management services related to the formation of a SPV including researching investment opportunities, coordinating with investors and conducting due diligence, among other services. While there are multiple individual activities that comprise the performance obligation under this arrangement, the series of distinct services represents a single performance obligation that was satisfied over time. UTXO satisfied all performance obligations related to the formation of the SPV during the year ended December 31, 2025 and recognized $76,768 of management fee revenue for their services.

UTXO also earns income that is not derived from contracts with customers and is therefore outside the scope of ASC 606, including:

Investment Income (Loss)

UTXO generates investment income based on the performance of its carried interest account in the Fund. Investment income is determined by the profit earned or losses incurred of the Fund and other investments held. The profits earned or losses incurred are allocated to UTXO based on UTXO’s interest in the Fund and other investments held.

Other Income

Other income consists of income earned from activities that are not part of UTXO’s primary operations.

7

UTXO Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

Fair Value Measurement

UTXO applies ASC 820, Fair Value Measurement (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.

ASC 820 establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Under U.S. GAAP, a fair value hierarchy is implemented for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of UTXO. Unobservable inputs reflect UTXO’s own assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The carrying amounts of certain of UTXO’s financial instruments, including cash, receivables, and accounts payable and accrued expenses, approximate fair value due to their short-term nature.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities and in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 - Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly.

Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

In addition, certain of our other investments are measured at fair value using NAV per share (or its equivalent) as a practical expedient and have not been classified within the fair value hierarchy above.

Investments without readily determinable fair value are measured at fair value using known and unknown inputs such as our historical costs, known changes in the business or performance, as well as observable price changes in orderly transactions) of an identical or similar investment of the same issuer. If UTXO determines that the investment is impaired on the basis of a qualitative assessment, UTXO will recognize an impairment loss equal to the amount by which the investment’s carrying amount exceeds its fair value.

Income Taxes

UTXO is organized as a limited liability company and is treated as a disregarded entity for income tax purposes. As such, it is not a taxpaying entity for federal or state income tax purposes. UTXO’s taxable income or loss, along with its tax attributes, is passed through to its member’s and reported on the member’s income tax return. Accordingly, no provision or liability for income taxes has been included in the financial statements.

Commitments and Contingencies

In the normal course of business, UTXO enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. UTXO’s maximum exposure under these arrangements cannot be estimated, as this would involve future claims that may be made against UTXO that have not yet occurred. However, UTXO expects the risk of loss to be remote.

Recent Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025 issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). The amendments in ASU 2024-03 address investor requests for more detailed expense information and require additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 31, 2027, with early adoption permitted. UTXO is currently evaluating this guidance to determine the impact it may have on its financial statements and related disclosures.

8

UTXO Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

3. Investments

The following table presents the cost basis and carrying value of UTXO’s investments as of December 31, 2025:

Investment Name	Cost Basis		Carrying Value
210k Capital, LP	$	—	$	10,800,840
BTF Investments, LLC		1,587		1,587
Mining Company One		49,965		64,637
Navier, Inc		172,384		172,384
TVP Venture Fund		150,000		156,438
Unbroken Chain LLC		10,000		10,000
Unchained Capital Inc.		100,000		100,000
	$	483,936	$	11,305,886

The following table presents the cost basis and carrying value of UTXO’s investments as of December 31, 2024:

Investment Name	Cost Basis		Carrying Value
210k Capital, LP	$	—	$	7,879,582
BTF Investments, LLC		115,463		106,779
Mining Company One		49,965		60,978
Navier, Inc		172,384		172,384
TVP Venture Fund		150,000		161,156
Unbroken Chain LLC		10,000		10,000
Unchained Capital Inc.		100,000		100,000
	$	597,812	$	8,490,879

210k Capital, LP

As mentioned in Note 1, UTXO entered into the LPA with limited partners and formed the Fund to pursue capital appreciation through investments in digital assets. UTXO serves as both the investment manager and General Partner of the Fund. UTXO’s investment in 210k Capital is carried at fair value, using NAV as a practical expedient. See Note 4 and Note 7 for additional information.

On January 1, 2026, the Company redeemed the full balance of its capital account with 210k Capital, LP in the total amount of $10,800,840. See Note 9 for additional information.

BTF Investments, LLC

In June 2021, UTXO subscribed to BTF Investments, LLC, a limited liability company structured as a Special Purpose Vehicle (“SPV”) managed by UTXO. The SPV was formed to invest in portfolio company securities, specifically targeting portfolio companies that specialize in digital assets. These portfolio companies included 3iQ Corp., Propine Technologies Pte. Ltd., Valkyrie Digital Assets LLC, and other smaller investments. UTXO made an initial investment of $112,500, with additional capital contributions made to fund the SPV’s operating costs. The investment in BTF Investments, LLC is carried at fair value. See Note 4 for additional information.

During the year ended December 31, 2025, the Company made additional capital contributions of $1,000 to SVP to fund operating costs. The investment in BTF Investments, LLC is carried at fair value. For the year ended December 31, 2025, UTXO recognized a full impairment on its investments in Propine Technologies Pte. Ltd. and Valkyrie Digital Assets LLC due to liquidation of $51,666 and $51,666, respectively, totaling $103,332, as reflected within realized loss due to investment liquidation in the statements of operations. Additionally, during the year ended December 31, 2025, UTXO’s investment in 3iQ was liquidated due to minority buyout resulting in a realized gain of $2,929 reflected within realized loss due to investment liquidation on the statements of operations.

9

UTXO Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

Mining Company One

In August 2021, UTXO subscribed to Mining Company One, a limited liability company structured as a SPV. The SPV was formed for the purpose of investing in Blockware Solutions, a private technology company. The SPV is managed by UTXO, which serves as the managing member. This investment was made in the form of a convertible note bearing a 6% annual interest rate, compounded annually. The investment in Mining Company One is carried at fair value. See Note 4 for additional information.

Navier, Inc.

In September 2021, UTXO entered into a Common Stock Purchase Agreement with Navier, Inc., a Delaware corporation, to acquire 59,810 shares of common stock in Navier, Inc. The investment was made at a pre-money valuation of $15.0 million, resulting in a purchase price of approximately $2.882 per share. The investment in Navier, Inc. is carried at fair value. See Note 4 for additional information.

TVP Venture Fund I, L.P.

In May 2021, UTXO subscribed into TVP Venture, a Delaware limited partnership. The investment in TVP Venture Fund I, L.P. is carried at fair value, using NAV as a practical expedient. See Note 4 for additional information.

Unbroken Chain, LLC

In August 2023, UTXO subscribed to an interest in Unbroken Chain, LLC a limited liability company that serves as the investment manager of Unbroken Chain Fund, LP. The investment in Unbroken Chain, LLC. is carried at fair value. See Note 4 for additional information.

Unchained Capital Inc.

In December 2020, UTXO invested into Unchained Capital, Inc., a C-Corporation, through a convertible note that subsequently converted into equity as part of UTXO’s seed financing round. The investment was made at the Seed-5 price of $1.979 per share. The investment in Unchained Capital Inc. is carried at fair value. See Note 4 for additional information.

4. Fair Value Measurements

The following table presents information about UTXO’s assets by levels within the valuation hierarchy as of December 31, 2025:

	Level 1		Level 2		Level 3		NAV as Practical Expedient		Amount at Fair Value

Investments carried at fair value	$	—	$	—	$	348,608	$	10,957,278	$	11,305,886
Total investments carried at fair value	$	—	$	—	$	348,608	$	10,957,278	$	11,305,886

The following table presents information about UTXO’s assets by levels within the valuation hierarchy as of December 31, 2024:

	Level 1		Level 2		Level 3		NAV as Practical Expedient		Amount at Fair Value

Investments carried at fair value	$	—	$	—	$	450,141	$	8,040,738	$	8,490,879
Total investments carried at fair value	$	—	$	—	$	450,141	$	8,040,738	$	8,490,879

10

UTXO Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

The following table summarizes the Fund’s investments in other private investment companies measured at NAV as of December 31, 2025 and 2024.

	December 31, 2025		December 31, 2024		Unfunded Commitments		Redemption Frequency	Redemption Notice Period
210k Capital, LP	$	10,800,840	$	7,879,582	$	—	Quarterly		60 Days
TVP Venture Fund		156,438		161,156	$	—	N/A		N/A
Total investments measured at NAV	$	10,957,278	$	8,040,738

The following table provides a reconciliation of the beginning and ending balances for investments at fair value that use Level 3 inputs:

	Investments carried at fair value
Balance as of December 31, 2023	$	454,474
Capital contribution to investee		900
Change in unrealized performance fee and investment income, net		(5,233	)
Balance as of December 31, 2024	$	450,141
Capital contribution to investee		1,000
Investment liquidation and write-off		(106,192	)
Change in unrealized performance fee and investment income, net		3,659
Balance as of December 31, 2025	$	348,608

UTXO holds investments that are classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs in determining their fair value. These investments include interests in SPV’s that invest in digital asset-related companies. For investments in the Fund and certain limited partnerships, UTXO applies the NAV as a practical expedient to estimate fair value.

The fair value of these investments is determined using valuation techniques appropriate to the nature of each investment. For the SPV interests, UTXO relies on the most recent capital account statements provided by SPV managers or administrators, which UTXO believes reasonably approximate fair value. For the Fund and limited partnership interests valued using NAV, UTXO applies the practical expedient on an investment-by-investment basis, in accordance with the terms of their respective agreements. These valuations are supported by information received from the Fund and limited partnerships, such as monthly NAVs, reports, and financial statements, when available. These valuations incorporate the underlying portfolio companies’ financial performance, market conditions, and any recent transactions.

The value of the portfolio of investments may be impacted by multiple factors including, but not limited to, general macroeconomic conditions and state of the digital asset industry, and governmental initiatives. Without a readily ascertainable market value, the estimated value of UTXO’s portfolio of investments may differ significantly from the values that would be placed on the portfolio if a readily determinable market existed for the investments. The illiquidity of UTXO’s investment portfolio may adversely affect UTXO’s ability to dispose of its investments at times when it may be advantageous for UTXO to liquidate such portfolio. In addition, if UTXO were required to liquidate some or all of the investments in the portfolio, the proceeds of such liquidation may be significantly less than the current value of such investments. Changes in the various unobservable inputs used to determine valuations may have similar or diverging impacts on valuation. Significant increases or decreases in these inputs in isolation and interrelationships between those inputs could result in significantly higher or lower fair value measurements than noted in the tables above.

There were no transfers in and out of Level 3 during any of the periods presented.

5. Digital Assets

During the year ended December 31, 2025, the Company utilized bitcoin to pay expenses and send distributions to members, at a mutually agreed upon price (refer to Note 8 for further detail on the nature of the distributions in bitcoin (“BTC”)). The Company did not use bitcoin to pay expenses or send distributions to members during the year ended December 31, 2024. As of December 31, 2025 and December 31, 2024, the Company did not hold any digital assets.

11

UTXO Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

The following table presents a roll-forward of the Company’s digital assets at fair value during the year ended December 31, 2025:

Balance as of January 1, 2025	$	—
BTC redemption from 210k Capital		3,912,156
Payment of outstanding marketing expenses in BTC		(1,297,239	)
Distributions to members in BTC		(2,689,202	)
Investment income		5,467
Realized gain from sale of BTC		69,027
Payment of other expenses in BTC		(209	)
Balance as of December 31, 2025	$	—

6. Segment Information

Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and to assess performance. UTXO is managed collectively by its members, who act as the CODM.

UTXO is formed solely for the purpose of holding and managing investments. UTXO is a single reportable segment entity. The CODM is regularly provided with financial information about UTXO’s operations to manage expenses incurred. The CODM assesses performance of the reportable segment and decides how to allocate resources using the net income as reported on the statements of operations.

7. Related Party Transactions

210k Capital

As detailed in Note 1, UTXO entered into the LPA with unrelated parties and formed the Fund to pursue capital appreciation through investments in digital assets. UTXO serves as both the investment manager and General Partner of the Fund.

As investment manager, UTXO earns management fees for providing investment management services. For the years ended December 31, 2025 and 2024, UTXO recognized management fee income of $3,329,404 and $395,998, respectively, as reported on the statements of operations. As of December 31, 2025 and 2024, UTXO recorded management fees receivable of $169,634 and $52,998.

Additionally, UTXO is entitled to performance fee income based on the Fund’s investment performance. For the years ended December 31, 2025 and 2024, UTXO recognized performance fee income of $13,827,301 and $7,299,700, respectively, as reported on the statements of operations.

UTXO also earns investment income based on the performance of its carried interest account in the Fund. For the years ended December 31, 2025 and 2024, UTXO recognized unrealized investment (loss) gain of $(861,707) and $481,521, respectively, as reported on the statements of operations.

On January 31, 2025, the Company received a redemption payment from 210k Capital totaling $3,912,156, whereas 38.50 BTC was redeemed at a price of $101,617.08. The redemption resulted in a decrease in the carrying value of the Company’s investment in 210k Capital.

210k Offshore

As investment manager, UTXO paid legal and other start-up costs related to the formation of 210k Offshore. As of December 31, 2025, the Company recorded due from related party - current of $68,906 related to these payments made on behalf of 210k Offshore.

BTC Inc.

In June 2021, UTXO entered into a loan agreement with BTC Inc. Under the terms of the agreement, BTC Inc. provided a total loan of $782,093 to UTXO, disbursed in two installments: an initial payment of $621,432 in June 2021, followed by a second payment of $160,661 in February 2022. The loan was interest-free, unsecured, and scheduled to mature in June 2026. The proceeds were used to support UTXO’s business operations and working capital needs.

In December 2024, UTXO and BTC Inc. entered into a loan forgiveness agreement, under which BTC Inc. forgave the remaining balance of $582,096 in full, releasing UTXO from any further repayment obligations. UTXO accounted for the loan forgiveness as a gain on debt extinguishment on the statements of operations.

12

UTXO Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

Furthermore, on May 12, 2025, UTXO entered into a Master Marketing Services Agreement (“MSA”) with BTC Inc. The agreement was effective as of January 1, 2024. Under the terms of the agreement, BTC Inc. provided marketing and advertising services to UTXO. For the years ended December 31, 2025 and 2024, UTXO incurred $2,930,000 and $3,004,441 of marketing and advertising fees under the agreement which is recorded in selling, general and administrative expense on the statements of operations and due to related party- accrued expenses on the balance sheets.

During 2025, the Company paid the outstanding balance of $3,004,441 for marketing and advertising fees recorded in the previous fiscal year. The fees were paid partially in BTC with a value of $1,297,239 and the remaining $1,707,202 in cash. Subsequent to year end, on February 6, 2026, the Company paid the outstanding balance of $2,930,000 to BTC Inc. in relation to the MSA agreement.

8. Members’ Equity

Contributions

The members made contributions proportional to their ownership interests in UTXO. Additional contributions may be made to fund the operations of UTXO at the members discretion. For the years ended December 31, 2025 and 2024, there were no contributions made by members.

Distributions

Distributions to members are made at times in the amounts determined by the members of UTXO. For the year ended December 31, 2025, there were $7,065,363 in distributions made to members. Of this amount, $2,689,202 was paid with the issuance of BTC valued at the cost basis on the date of transfer, $1,683,141 was paid via the issuance of Grayscale Bitcoin Trust (“GBTC”) stock valued at the price per share on the date of payment, and $2,693,020 were paid in cash distributions.

9. Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through March 27, 2026, the date the financial statements were available to be issued.

210K Redemption

On January 1, 2026, the Company redeemed the full balance of its capital account with 210k Capital, LP in the total amount of $10,800,840. The redemption was split across cash and in-kind securities in the following amounts: $9,072,903 of cash; $889,200 of STRC; $838,734 of Metaplanet. Upon receipt of the redemption, the Company distributed $647,903 in cash, $889,200 of STRC, and $838,734 of Metaplanet to members of the Company.

Transfer of Balance Sheet Assets

On January 13, 2026, the Company entered into a Contribution and Assignment Agreement with a newly formed entity, UTXO Legacy, LLC, which, as of the date of the agreement, has the same beneficial owners as the Company. Under the agreement, the Company contributed its ownership interests in four investments: Mining Company One, LLC; Navier, Inc.; Unchained Capital Inc.; and TVP Bitcoin Venture Fund I, LP to UTXO Legacy, LLC.

Ownership Sale

On February 6, 2026, the Company entered into a Redemption, Assignment and Separation Agreement with a former member. Under the agreement, the Company redeemed the member’s 33.33% membership interest for total cash consideration of $5.0 million. In connection with the redemption, the member resigned from all positions with the Company and agreed to provide transition services through May 31, 2026. Upon the sale, the membership interest was reallocated equally to the two remaining members.

Sale to Nakamoto Inc.

On February 16, 2026, Nakamoto Inc. exercised its call option to acquire both UTXO Management GP, LLC and BTC Inc., as permitted in the MSA agreement amongst the parties that was signed in 2025. The transaction closed on February 20, 2026. Following the acquisition, UTXO Management GP, LLC became a wholly-owned subsidiary of Nakamoto Inc. Additionally, as part of the transaction on February 16, 2026, UTXO Ventures, LLC was acquired by UTXO Management GP, LLC for no consideration and their operations will be consolidated under one entity.

13

Exhibit 99.3

BTC Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

For the Year Ended December 31, 2025

The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information is derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein.

Overview

Business Description

BTC Inc. is the world’s preeminent Bitcoin media, events, and intelligence company. Founded to accelerate the adoption of Bitcoin as a global monetary standard, the Company operates across four primary business segments: (i) Events, which produces the world’s largest Bitcoin conferences and experiences; (ii) Digital, which encompasses Bitcoin Magazine’s digital properties, multimedia content, and marketing services; (iii) Print, consisting of the Bitcoin Magazine print publication; and (iv) Advisory, which serves institutions and corporations seeking Bitcoin strategy, intelligence, and education through corporate subscription and consulting services.

The Company’s business model combines high-volume event revenue driven by its flagship annual Bitcoin Conference with recurring digital subscription and corporate membership revenue, creating a diversified and partially counter-cyclical revenue profile. Bitcoin Magazine, now the world’s longest-running Bitcoin publication, anchors the Company’s editorial credibility and brand across all segments.

The Company is deliberate in its approach to revenue diversification. While the Bitcoin Conference remains the largest single revenue event and will continue to support the Company’s financial profile, management has pursued a strategy of expanding recurring and counter-cyclical revenue streams, specifically within the Advisory and Digital segments, to reduce dependence on any single event cycle and to build a more predictable revenue base over time. Events revenue as a percentage of total revenue is expected to decline as a proportion of the total mix over the three-year planning horizon as the Advisory segment scales, even as absolute event revenue grows.

Financial Summary

Revenue types	2025			2024			Change ($)			Change (%)
Events revenue	$	53,615,586		$	24,855,638		$	28,759,948			115.7	%
Digital revenue		9,423,467			5,723,885			3,699,582			64.6	%
Print revenue		306,503			339,764			(33,261	)		(9.8	)%
Advisory revenue		2,238,693			—			—			—
Other revenue		436,303			507,386			(71,083	)		(14.0	)%
Total revenue		66,020,552			31,426,673			34,593,879			110.1	%
Total cost of revenue		21,201,140			11,141,776			10,059,364			90.3	%
Gross profit		44,819,412			20,284,897			24,534,515			120.9	%
Gross margin %		67.9	%		64.5	%		—			3.4	%
Total operating expenses		25,445,746			21,715,766			3,729,980			17.2	%
Operating income (loss)		19,373,666			(1,430,869	)		20,804,535			1454.0	%
Net income		14,813,416			3,637,131			11,176,285			307.3	%
Cash and cash equivalents		11,071,285			2,931,437			8,139,848			277.7	%
Total accounts receivable and contract assets		11,112,077			7,099,065			4,013,012			56.5	%
Total contract liabilities (net)		16,423,381			13,771,197			2,652,184			19.3	%

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Results of Operations

Revenue

Total revenue for the year ended December 31, 2025 increased 110.1%. The Company’s revenue is generated across four principal segments: Events, Digital, Print, and Advisory. The following table presents revenue disaggregated by segment and sub-category, consistent with Note 3 — Disaggregation of Revenue in the accompanying consolidated financial statements and as a percentage of total revenue.

Revenue types	2025		2025 (%)			2024		2024 (%)
Sponsorships	$	40,192,920		60.9	%	$	17,709,851		56.4	%
Ticket sales		11,601,719		17.6	%		4,916,899		15.6	%
Other event revenue		1,820,947		2.8	%		2,228,888		7.1	%
Total event revenue		53,615,586		81.2	%		24,855,638		79.1	%
Marketing services		4,705,905		7.1	%		3,004,441		9.6	%
Digital media revenue		2,378,228		3.6	%		1,169,942		3.7	%
Multimedia revenue		1,799,000		2.7	%		933,334		3.0	%
Digital licensing		362,269		0.5	%		500,000		1.6	%
Online store		178,065		0.3	%		116,168		0.4	%
Total digital revenue		9,423,467		14.3	%		5,723,885		18.2	%
Advertising		35,000		0.1	%		75,500		0.3	%
Magazine		271,503		0.4	%		264,264		0.8	%
Total print		306,503		0.5	%		339,764		1.1	%
Corporate subscriptions		1,796,193		2.7	%		—		—
Consulting		312,500		0.5	%		—		—
Symposium sponsorships		130,000		0.2	%		—		—
Total advisory revenue		2,238,693		3.4	%		—		—
Other revenue		436,303		0.7	%		507,386		1.6	%
Total revenue	$	66,020,552				$	31,426,673

Event Revenue

Events revenue increased 115.7%, and represents approximately 81.2% of total revenue. This growth was primarily driven by the Bitcoin Conference 2025, held in Las Vegas, Nevada, which achieved attendance of 31,584 conference attendees, representing an increase of 155.1% in flagship conference attendance versus 2024, with total attendance across all Company events reaching 69,035. This scale drove commensurate growth in both sponsorship and ticket revenue, as the Company was able to attract a deeper and more diversified partner and attendee base. Sponsorship revenue increased by 127.0%, and ticket revenue increased by 136.0%, relative to the prior year.

Sponsorship revenue represents the single largest revenue line item, reflecting the Company’s continued ability to attract premium sponsors across Fortune 500 financial institutions, Bitcoin-native businesses, and technology companies seeking access to the Company’s highly engaged and committed audience. Ticket revenue reflects the strong attendance and tiered pricing structure at the Bitcoin Conference 2025. Other event revenue includes merchandise, food and beverage, media partnerships, and event attractions revenue.

	2021		2022		2023		2024		2025
Annual conference attendees (multiple events)		15,561		28,394		21,468		26,253		69,035
Annual flagship attendees (single event)		15,561		26,722		18,499		12,382		31,584

Digital Revenue

Digital revenue grew 64.6% for the year ended December 31, 2025 and represents approximately 14.3% of total revenue. The Company considers digital revenue one of it’s most strategically significant long-term growth opportunities.

Marketing revenue reflects the Company’s ability to monetize its digital audience through branded content, native advertising, and digital marketing campaigns for sponsors and advertisers, and includes $2,930,000 of marketing services revenue earned from UTXO Management GP, LLC, a related party, under the Marketing Services Agreement entered into effective January 1, 2024.

- 2 -

Digital media revenue encompasses digital advertising and content distribution. Multimedia revenue relates to revenue from multimedia products and content bundles, including various, video, and licensing arrangements. Digital licensing revenue reflects joint venture and white-label content arrangements. Online Store revenue reflects direct-to-consumer merchandise and digital product sales through the Bitcoin Magazine website.

The 64.5% increase in digital revenue reflects broad-based growth across the segment. Marketing services revenue grew by 56.6%, driven by increased demand for sponsored and branded content from Bitcoin-focused and institutional advertisers seeking access to the Company’s audience. Digital media revenue increased by 116.3% and multimedia revenue grew by 92.7%, consistent with expanded digital and video programming tied to the Company’s growing subscriber base.

Print Revenue

Print revenue reflects advertising and subscription revenue from Bitcoin Magazine’s print edition, which continues to serve as a premium, collectible publication for the Bitcoin community. Other revenue includes book publishing revenue, shared services revenue, miscellaneous income, and art revenue.

Advisory Revenue

The Advisory segment was not formally in existence during fiscal year 2024 and its official launch in 2025 contributed significant of incremental revenue. This directly reflects management’s deliberate investment in institutionalizing the Company’s Bitcoin intelligence capabilities ahead of what management believes is a significant long-term market opportunity within its advisory services.

Corporate subscriptions revenue is primarily derived from the Company’s Bitcoin For Corporations membership program that provides organizations with curated Bitcoin research, policy intelligence, and executive education. Corporate subscription contracts are recognized on a straight-line basis over the contract term, with an average contract duration of approximately 12-24 months. Consulting revenue reflects bespoke advisory engagements with corporations pursuing Bitcoin treasury and strategy initiatives. Symposium sponsorships pertain to the Company’s curated, invitation-only leadership forums, held solely for the exclusive benefit of Bitcoin For Corporations members.

Cost of Revenue

Total cost of revenue for fiscal year 2025 increased 90.3%. This resulted in gross margin of 67.9%, compared to 64.5% in fiscal year 2024. The following table presents cost of revenue by segment and as a percentage of total revenue:

	2025		2025 (%)			2024		2024 (%)
Event production	$	10,374,688		15.7	%	$	3,616,116		11.5	%
Event venue		4,048,277		6.1	%		1,069,053		3.4	%
Audio and visual		2,967,541		4.5	%		2,556,588		8.1	%
Travel and lodging		882,082		1.3	%		658,099		2.1	%
Security		577,599		0.9	%		187,552		0.6	%
Speakers and entertainment		333,324		0.5	%		281,241		0.9	%
Other event cost of revenue		1,122,588		1.7	%		1,827,288		5.8	%
Events cost of revenue		20,306,099		30.8	%		10,195,937		32.4	%
Digital cost of revenue		405,797		0.6	%		595,449		1.9	%
Print cost of revenue		134,652		0.2	%		253,532		0.8	%
Advisory cost of revenue		158,871		0.2	%		—		—
Other cost of revenue		195,721		0.3	%		96,858		0.3	%
Total cost of revenue		21,201,140		32.1	%		11,141,776		35.5	%
Gross profit	$	44,819,412		67.9	%	$	20,284,897		64.5	%

Event cost of revenue represents the direct costs of producing the Company’s conferences and events. The largest single component is event production, which encompasses staging, signage, foliage, photography, and the substantial physical infrastructure required to host events with tens of thousands of attendees. Event venue expenses reflect location fees, security deposits, and other site associated costs. Audio/visual expenses reflect the Company’s significant investment in production quality. The remaining event costs include speaker fees and entertainment, security, travel and lodging, and other direct costs. Collectively, event gross margin was approximately 62.1%, consistent with the high-production value positioning of the Company’s conference brand.

- 3 -

The 90.3%, increase in total cost of revenue is substantially explained by the scale of the Bitcoin Conference 2025. Event production costs increased by 186.9% reflecting the larger venue, expanded programming footprint, and greater physical infrastructure required to support an event nearly three times the size of the 2024 flagship. Venue costs increased by 278.7% and audio/visual costs increased by 16.1%, both consistent with the Las Vegas venue scale and production quality investment. Despite the significant increase in absolute cost, the Company improved its overall gross margin from 64.5% to 67.9%, demonstrating favorable operating leverage as fixed and semi-fixed event costs were spread across a materially higher revenue base.

Digital cost of revenue represents a highly favorable cost structure relative to the segment’s revenue, generating a gross margin of approximately 191.6%, reflecting the highly scalable nature of digital content.

Operating Expenses

Total operating expenses (excluding cost of revenue) for the year ended December 31, 2025 were 17.2% greater, compared to the year ended December 31, 2024. The following table presents operating expenses by category and as a percentage of total revenue:

	2025		2025 (%)			2024			2024 (%)
Salaries and wages	$	6,427,600		9.7	%	$	5,636,061			17.9	%
Commissions		5,594,356		8.5	%		2,159,781			6.9	%
Bonuses		970,853		1.5	%		83,232			0.3	%
Total compensation		12,992,809		19.7	%		7,879,074			25.1	%
Benefits and payroll taxes		756,392		1.1	%		603,126			1.9	%
Contractors		4,293,596		6.5	%		3,002,331			9.6	%
Accounting		1,672,154		2.5	%		154,963			0.5	%
Legal		1,122,615		1.7	%		7,470,310			23.8	%
Business operations		427,349		0.6	%		197,286			0.6	%
Total professional services		3,222,118		4.9	%		7,822,559			24.9	%
Office and administration		887,645		1.3	%		697,674			2.2	%
Marketing and advertising		1,176,435		1.8	%		667,853			2.1	%
Travel (non-event)		489,315		0.7	%		495,157			1.6	%
Insurance		319,336		0.5	%		157,111			0.5	%
Stock-based compensation		335,971		0.5	%		193,052			0.6	%
Credit loss		475,550		0.7	%		25,000			0.1	%
Charitable contributions		347,852		0.5	%		56,449			0.2	%
Depreciation		10,344		0.0	%		24,195			0.1	%
Other operating expenses		138,383		0.2	%		92,185			0.3	%
Total operating expenses		25,445,746		38.5	%		21,715,766			69.1	%
Income (loss) from operations	$	19,373,666		29.3	%	$	(1,430,869	)		(4.6	)%

The 17.2%, increase in total operating expenses reflects the Company’s growth investments in headcount, sales infrastructure, and financial reporting capabilities, partially offset by a significant reduction in legal expense following the settlement of previously accrued litigation. Excluding legal fees, operating expenses increased in 2025, consistent with the significant scaling of the business. The Company’s operating expense ratio as a percentage of revenue improved from 69.1% in 2024 to 38.5% in 2025, reflecting substantial operating leverage on the fixed cost base as revenue more than doubled.

- 4 -

Compensation

Total compensation represents the Company’s largest single operating cost category. Base salaries reflect the Company’s investment in building a world-class team across editorial, events production, sales, and corporate functions. Commission expense is directly tied to the Company’s revenue-based incentive structure, particularly for its events sales force and corporate subscription sales teams. Commission expense that qualifies as an incremental cost of obtaining a customer contract under ASC 340-40 is capitalized and amortized over the contract term when the associated contract has a period of benefit greater than one year. Specifically, commissions for flagship event sponsorship contracts qualify for capitalization under ASC 340-40, as these can be earned more than 12 months in advance of the event. For all other sales commissions, including those for digital, print, and advisory contracts, the Company applies the practical expedient and expenses them as incurred, as the expected benefit period does not exceed one year. Bonus expense reflects performance-based compensation accruals for fiscal year 2025. Total compensation increased by 64.9%, versus the prior year, driven primarily by a 159% increase in commission expense tied directly to the higher event sponsorship and advisory sales volume.

Contractors

Contractor expense reflects the Company’s use of specialized freelance talent, primarily in content production, events staffing, and technical functions. This approach provides operational flexibility, particularly during peak production periods.

Professional Services

Professional services reflects the Company’s substantial investment in accounting, audit, and legal advisory services. Accounting fees include fees for audit preparation, tax compliance, technical accounting consultation, and financial systems work associated with the Company’s financial reporting maturation. Legal fees reflect the Company’s engagement with outside counsel on corporate, commercial, and intellectual property matters.

Stock-Based Compensation

Non-cash stock-based compensation expense was recognized for the year ended December 31, 2025, as well as fiscal year 2024. No compensation expense was recorded at the exercise date of any of the four NSO exercises completed during 2025; the exercise-date spread represents ordinary income to the employee and a tax deduction for the Company under IRC §83 but does not constitute GAAP compensation expense under ASC 718.

In connection with the closing of the Nakamoto Inc. merger on February 19, 2026, the vesting of all then-outstanding unvested stock options was accelerated in full in accordance with the change-in-control provisions of the Company’s Revised 2018 Omnibus Incentive Plan.

Credit Loss

Credit loss reflects allowances established for accounts receivable balances identified as potentially uncollectible as of December 31, 2025. The Company’s allowance for credit losses is determined using a specific identification methodology. Under this approach, management evaluates individual receivable balances for indicators of impairment, including customer creditworthiness, payment history, aging, and current economic conditions. While this methodology does not rely solely on aging schedules, older receivable balances do attract heightened scrutiny and may trigger specific reserve consideration. Of the total contract asset balance outstanding as of December 31, 2025, the majority representing amounts due from UTXO Management GP, LLC and Nakamoto Holdings Inc., was invoiced and collected in cash in January 2026.

- 5 -

Other Income and Expense

The following table summarizes other income and expense items for the years ended December 31, 2025 and 2024:

Item	FY 2025			FY 2024
Interest income and credit card rewards	$	47,746		$	34,359
Tax refunds		229,604			10,625
Investment income		107,673			150,000
Unrealized gain (loss) on digital assets		24,295			(2,607	)
Realized gains on digital assets		47,904			139,247
Loss on investment		(141,649	)		—
Other income, net		119,104			—
Total other income		434,677			331,624
Interest expense		(105,072	)		(179,190	)
FX exchange (loss)		(3,045	)		(7,846	)
Change in fair value of SAFE liability		(1,000	)		(170,000	)
Total other expense		(109,117	)		(357,036	)
Net other income (expense)		325,560			(25,412	)
Income before taxes		19,699,226			(2,183,794	)
Income tax benefit (expense)		(4,885,810	)		5,820,925
Net income	$	14,813,416		$	3,637,131

Interest expense primarily relates to the Company’s SAFE Note Payable and EIDL Loan. Change in fair value of digital assets reflects mark-to-market adjustments gains on the Company’s Bitcoin and USDT holdings, consistent with the Company’s adoption of ASU 2023-08 and its policy to recognize digital assets at fair value under ASC 350-60. During fiscal year 2025, the Company recognized a loss on investment related to one of its equity interests that had no remaining value.

The Company’s effective income tax rate for fiscal year 2025 was approximately 24.8% on pre-tax income, reflecting a total income tax provision of $4,885,810. The Company’s current tax provision of $1,275,066 consists of $758,753 federal, and $516,313 state, and the deferred tax expense of $3,610,744 consists of $3,022,914 federal, and $587,830 state. The deferred tax expense primarily reflects the reversal of temporary differences previously recognized as deferred tax assets, including the full utilization of federal net operating loss carryforwards, the settlement of the accrued litigation settlement, and the reversal of the Section 174 capitalized R&D deferred tax asset.

Liquidity and Capital Resources

Overview

The Company’s principal sources of liquidity are cash generated from operating activities, principally from its events and digital media businesses, and contract liability advance payments from event sponsors and ticket purchasers. As of December 31, 2025, the Company had cash and cash equivalents of $11,071,285 and total accounts receivable (including contract assets) of $11,112,077.

The Company’s business model is inherently a pre-funding model. Event sponsors and ticket purchasers pay in advance of each conference, in many cases twelve to eighteen months in advance for flagship sponsorship packages, which creates a structural pattern of cash inflows well in advance of the corresponding operating cash outflows for event production. This means that the Company’s operating cash cycle is: (1) cash is received from sponsors and ticket purchasers and recorded as contract liabilities; (2) cash is disbursed to vendors in the months preceding the event and recorded as conference prepaid expenses; and (3) revenue is recognized, and prepaid expenses are expensed, in the time period in which the event occurs.

As a result, the Company typically enters each calendar year with a significant portion of its flagship event revenue already cash-collected, which limits the liquidity risk associated with revenue uncertainty. The Company’s contract liabilities balance as of December 31, 2025 represents a significant non-cash liquidity source, as sponsors and ticket purchasers have pre-funded future events. This balance primarily relates to the Bitcoin 2026 Conference and represents committed future revenue that will be earned upon performance of the obligation. The principal components of contract liabilities as of December 31, 2025 are sponsorship revenue, ticket revenue, media, digital, print revenue, and deferred consulting and subscription revenue.

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Working Capital and Liquidity Position

Balance sheet item	December 31, 2025		December 31, 2024
Cash and cash equivalents	$	11,071,285	$	2,931,437
Accounts receivable (net)		7,750,335		4,094,624
Contract assets		3,361,742		3,004,441
Conference prepaid expenses		3,473,358		1,081,342
Other prepaids		185,843		8,401
Digital assets		170,396		250,557
Other current assets		283,414		—
Total current assets		26,296,373		11,370,802
Accounts payable		3,545,289		13,355
Contract liabilities		16,423,381		13,771,197
Dividends payable		1,703,140		1,489,920
Accrued liabilities and other		2,019,698		12,197,667
Total current liabilities		23,691,508		27,472,139
Working capital surplus (deficit)	$	2,604,865	$	(16,101,337	)

As of December 31, 2025, the Company had a working capital surplus, compared to a working capital deficit as of December 31, 2024.

The Company’s largest current liability is the contract liabilities balance, the majority of which represents advance payments from event sponsors and ticket purchasers for the upcoming Bitcoin 2026 Conference. This contract liability does not require cash repayment; rather, it will be earned and recognized as revenue upon delivery of the event. However, the Company would be required to refund these amounts if the event were cancelled, which represents a contingent liability.

Conference prepaid expenses represent advance payments made to vendors in connection with the upcoming Bitcoin 2026 Conference, which are directly correlated to, and partially offset by, the deferred event revenue balance.

Debt Obligations

As of December 31, 2025, the Company had the following debt obligations:

	●	SAFE Note Payable:: Simple Agreement for Future Equity (SAFE) issued in February 2021 for a cash investment of $500,000. The SAFE entitles the holder to convert into the Company’s preferred stock upon a qualifying equity financing, liquidation, or dissolution event. The SAFE is accounted for as a liability under ASC 480 and is remeasured at fair value each period (Level 3).
	●	EIDL Loan: Economic Injury Disaster Loan from the U.S. Small Business Administration. This loan has a 30-year term following a deferred payment period, with monthly installments of principal and interest. Accrued interest as of December 31, 2025 is included in accrued loan interest on the consolidated balance sheets.
	●	Related Party Payables: Includes amounts due to David Bailey, co-founder and former CEO, and Tyler Evans, co-founder and former CIO, representing expenses paid by these individuals on behalf of the Company and funding provided to the Company.

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Digital Assets

The Company holds digital assets across multiple custodial wallets, consisting of Bitcoin and USDT stablecoins as of December 31, 2025. Pursuant to ASU 2023-08, the Company measures its digital assets at fair value using Level 1 inputs (quoted prices on active exchanges), with changes in fair value recognized in the statement of operations each period. Stablecoins, including USDT and USDC, are classified as digital assets, not cash or cash equivalents, consistent with the Company’s accounting policy and ASC 350-60. The following table provides a roll-forward of digital asset activity for the years ended December 31, 2025 and 2024:

	For the Years Ended
	December 31, 2025			December 31, 2024
Beginning Balance	$	250,557		$	116,550
Additions		16,932,236			13,317,449
Disposals		(17,084,596	)		(13,320,082	)
Realized gain on disposals		47,904			139,247
Change in fair value of digital assets		24,295			(2,607	)
Ending Balance	$	170,396		$	250,557

Additions primarily represent cryptocurrencies received from customers as payment for events and subscription services. Disposals reflect the Company’s conversion of digital assets to U.S. dollars to fund operating activities.

Preferred Stock and Dividends

The Company has two series of preferred stock outstanding:

	●	Series Seed Preferred Stock: 290,555 shares issued and outstanding at $1,200,000 carrying value. Holders are entitled to receive a cumulative dividend at the annual rate of 6% of the original issue price. As of December 31, 2025, accrued Series Seed dividends payable totaled $714,477, compared to $642,477 as of December 31, 2024 with an aggregate liquidation preference of $1,914,477 and $1,842,477, respectively.
	●	Series A Preferred Stock: 114,111 shares issued and outstanding at $2,338,678 carrying value. Holders are entitled to receive a cumulative dividend at the annual rate of 6% of the original issue price. As of December 31, 2025, accrued Series A dividends payable totaled $988,663 compared to $847,443 as of December 31, 2024 with an aggregate liquidation preference of $3,327,341 and $3,186,121, respectively.

Upon any liquidation, dissolution, or winding up of the Company, holders of Series Seed and Series A Preferred Stock are entitled to receive, prior to any distribution to holders of common stock, an amount per share equal to the greater of (i) the original issue price plus any accrued but unpaid dividends, or (ii) the amount that would be payable if such shares were converted into common stock immediately prior to the Liquidation Event. Total accrued preferred dividends payable as of December 31, 2025 were $1,703,140. Preferred dividends are cumulative and are recorded as a reduction in retained earnings. Neither series of preferred stock is entitled to vote on matters presented to stockholders.

Related Party Transactions

The Company has the following related party balances and transactions as of and for the year ended December 31, 2025 that require disclosure under ASC 850, Related Party Disclosures:

	●	Related Party Loans Receivable: Outstanding loans to David Bailey, co-founder and former CEO, made under Board-approved terms bearing interest at 2% per annum, payable in full at maturity.
	●	UTXO Management GP, LLC; Marketing Services Agreement: UTXO is a related party as its majority shareholders are also majority stockholders of the Company. The Company earned $2,930,000 in service fees from UTXO during fiscal year 2025, compared to $3,004,441 in 2024, reflected in contract assets. Subsequent to December 31, 2025, the Company exercised its call right with respect to UTXO upon closing of the Nakamoto Inc. acquisition.
	●	Due to David Bailey: Represents expenses paid by Mr. Bailey on behalf of the Company and funding provided to the Company.
	●	Due to Tyler Evans: Represents expenses paid by Mr. Evans on behalf of the Company and funding provided to the Company.
	●	Nakamoto Inc.; Marketing Services Agreement: Effective May 12, 2025, BTC Inc. entered into a Marketing Services Agreement with Nakamoto Holdings, Inc. (subsequently renamed Nakamoto Inc., NASDAQ: NAKA). Nakamoto was a related party of BTC Inc. during the applicable service period, as David Bailey, co-founder and former CEO of BTC Inc., also served as Chairman and CEO of Nakamoto Inc., and Tyler Evans, co-founder and former CIO of BTC Inc., served as Chief Investment Officer of Nakamoto Inc. Marketing services revenue earned from Nakamoto under the MSA is included within the digital revenue segment. Subsequent to December 31, 2025, the Call Right under the MSA was exercised by Nakamoto, resulting in the merger described in the Subsequent Events section below.
	●	Related Party Interest Payables: Includes accrued interest on related party notes payable.

Subsequent Events

Subsequent to December 31, 2025, on February 19, 2026, BTC Inc. was acquired by Nakamoto Inc. (NASDAQ: NAKA) in an all-stock transaction. Nakamoto exercised its Call Right under the Marketing Services Agreement, and BTC Inc. simultaneously exercised its Call Right with respect to UTXO Management GP, LLC. Upon closing, BTC Inc. and UTXO became wholly-owned subsidiaries of Nakamoto Inc. BTC Inc. and UTXO securityholders received, on a fully diluted basis, shares of Nakamoto Inc. common stock.

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Accounting for the Acquisition - Preliminary Purchase Price Allocation

The merger was consummated on February 19, 2026, which is prior to the issuance date of the Company’s consolidated financial statements. Nakamoto Inc. is currently in the process of completing its preliminary purchase price allocation under ASC 805, Business Combinations. As of the date of issuance, the fair values of the identifiable assets acquired and liabilities assumed, including the allocation of consideration to specific assets and goodwill, have not been finalized. Accordingly, provisional amounts are subject to adjustment during the measurement period, which may extend up to twelve months from the acquisition date.

Among the most significant items subject to valuation and measurement period adjustment are: (i) the fair value of BTC Inc.’s contract liabilities, which under ASC 805 will be recorded by Nakamoto Inc. at fair value, representing the estimated cost-to-fulfill the underlying performance obligations rather than the face amount of consideration received, which may result in a reduction from carrying value; (ii) any identifiable intangible assets, including trade names, customer relationships, and content; and (iii) the resulting goodwill balance. Management expects to engage an independent valuation firm and to report preliminary purchase price allocation information in Nakamoto Inc.’s upcoming periodic filings. Readers of these standalone BTC Inc. financial statements should be aware that the reported contract liability balance as presented may not result in a corresponding full amount of revenue recognition at the Nakamoto Inc. consolidated level following the acquisition.

IRC §382 Ownership Change and Deferred Tax Assets

The merger constituted an ownership change within the meaning of Internal Revenue Code Section 382, triggered by the acquisition of BTC Inc. by Nakamoto Inc. on February 19, 2026. An IRC §382 ownership change imposes an annual limitation on the utilization of net operating loss carryforwards and certain other tax attributes generated prior to the ownership change date. The Company has not yet completed its analysis of the applicable annual §382 limitation, and it is possible that some or all of its deferred tax attributes may be subject to limitation or may require a valuation allowance following completion of the analysis. Nakamoto Inc. will address this matter as part of its broader post-acquisition tax analysis.

Revenue Seasonality

The Company’s revenue is seasonal and concentrated around the timing of its conferences and events. Interim period results are not indicative of full-year performance, as a substantial portion of annual revenue is recognized at the time events are delivered. Operating costs, including salaries, benefits, and other overhead, are incurred on a relatively consistent basis throughout the year, while event-related revenue recognition occurs at discrete points in time corresponding to event delivery. As a result, quarterly results will vary materially depending on the scheduling of the Company’s event portfolio in any given period.

Bitcoin Price Sensitivity

Overall business performance may be materially influenced by the prevailing price of Bitcoin. Bitcoin price levels affect sponsorship demand, ticket sales, institutional engagement, the pace of corporate Bitcoin adoption, and the broader market appetite for Bitcoin-focused events, media, and advisory services. Management cannot predict the price of Bitcoin or its trajectory, and sustained periods of Bitcoin price decline could adversely affect demand across all of the Company’s revenue streams. Conversely, periods of price appreciation have historically correlated with increased market activity and engagement across the Company’s product and service offerings.

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Exhibit 99.4

UTXO Management GP, LLC

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)

The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information is derived from our financial statements and should be read in conjunction with such financial statements and notes.

References in this report to “we,” “us” or the “Company” refer to UTXO Management GP, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

Fund Management Operations

UTXO Management GP, LLC (“UTXO” or the “Company”) is a fund manager focused generally on investments in the broader Bitcoin ecosystem. We specialize in identifying and investing in a range of opportunities across private and public markets including early-stage technology companies and other blockchain-related ventures.

UTXO seeks to generate returns for our funds by leveraging our extensive team of investment professionals, industry relationships, thorough research, and a global network.

Our Company’s primary revenue stream comes from management fees and performance fees derived from the 210k Capital, LP fund (“210k Capital” or the “Fund”) that we have been managing since 2019. 210k Capital is a private investment fund that is primarily invested in assets within the Bitcoin-ecosystem, including spot Bitcoin, Bitcoin treasury companies, Bitcoin derivatives, and other investments related to this strategy. The fee revenue that UTXO receives from 210k Capital fluctuates based on the performance of the Fund and changes in assets under management.

Management fees are charged to and paid by the individual investors of 210k Capital to UTXO for our general management of the Fund. The standard and most common fee class at 210k Capital includes a management fee rate of 2% annually, which is earned and paid out monthly.

Performance fees are also charged to the 210k Capital investors, though these fees are completely dependent on the Fund’s returns in a particular period. These fees are earned based on the net profits earned above the high-water mark for each respective investor’s account with the Fund. The standard and most common fee class at 210k Capital, includes a performance fee rate of 20% of the net profits above the investor’s high-water mark, with the fees accrued throughout the year and crystallized at the end of the calendar year. The performance fee crystallization event results in capital being transferred from the investor’s account within the Fund to UTXO’s capital account within 210k Capital (“the Carried Interest Account”).

Other Operations and Other Sources of Revenue

Outside of managing the 210k Capital fund, UTXO’s other operations include launching and managing Special Purpose Vehicles (“SPVs”) and making select investments from our balance sheet. Historically, these other operations have not been a material source of revenue for UTXO. We plan to continue to evaluate and identify other investments or investment management opportunities that may serve as potential revenue streams in the future.

Recent Developments

MSA with BTC Inc.

As described in Note 7 – Related Party Transactions, on May 12, 2025, UTXO entered into a Master Marketing Services Agreement (“MSA”) with BTC Inc. The agreement was effective as of January 1, 2024. Under the terms of the agreement, BTC Inc. provides marketing and advertising services to UTXO. The agreement also includes a put/call option for UTXO to be acquired by BTC Inc.

The marketing services provided by BTC Inc. serve as positive exposure for UTXO as we seek to expand our brand recognition and potentially generate new fundraising and investing opportunities. For the years ended December 31, 2025 and 2024, UTXO incurred $2,930,000 and $3,004,441 of marketing and advertising expenses under the agreement. These fees are recorded in selling, general and administrative expense on the statements of operations.

Launch of 210k Capital Offshore

On September 30, 2025, UTXO launched the 210k Capital Offshore Feeder Ltd. fund which acts as a feeder fund to 210k Capital, LP. The goal of this new fund vehicle is that it may generate additional fundraising from international investors seeking exposure to the 210k Capital fund.

Subsequent Events

210k Redemption

On January 1, 2026, we redeemed the full balance of our Carried Interest Account with 210k Capital, LP in the total amount of $10,800,840. The redemption was split across cash and in-kind securities in the following amounts: $9,072,903 of cash; $889,200 of STRC; $838,734 of Metaplanet. Upon receipt of the redemption, the Company distributed $647,903 in cash, $889,200 of STRC, and $838,734 of Metaplanet to members of the Company.

Transfer of Balance Sheet Assets

On January 13, 2026, we entered into a Contribution and Assignment Agreement with a newly formed entity, UTXO Legacy, LLC, which, as of the date of the agreement, has the same beneficial owners as the Company. Under the agreement, the Company contributed its ownership interests in four balance sheet investments: Mining Company One, LLC; Navier, Inc.; Unchained Capital Inc.; and TVP Bitcoin Venture Fund I, LP to UTXO Legacy, LLC.

Ownership Sale

On February 6, 2026, we entered into a Redemption, Assignment and Separation Agreement with a former member. Under the agreement, the Company redeemed the member’s 33.33% membership interest for total cash consideration of $5.0 million. In connection with the redemption, the member resigned from all positions with the Company and agreed to provide transition services through May 31, 2026. Upon the sale, the membership interest was reallocated equally to the two remaining members.

Sale to Nakamoto Inc.

On February 16, 2026, Nakamoto Inc. exercised its call option to acquire both UTXO Management GP, LLC and BTC Inc., as permitted in the MSA agreement amongst the parties that was signed in 2025. The transaction closed on February 20, 2026. Following the acquisition, UTXO Management GP, LLC became a wholly-owned subsidiary of Nakamoto Inc. Additionally, as part of the transaction on February 16, 2026, UTXO Ventures, LLC was acquired by UTXO Management GP, LLC for no consideration and their operations will be consolidated under one entity.

Results of Operations

The following table sets forth our summary results of operations in dollars for the periods presented. The period-to-period comparison of our historical results is not necessarily indicative of the results that may be expected in the future.

	For the Years Ended December 31,
	2025			2024
Income:
Performance fee income	$	13,827,301		$	7,299,700
Management fee income		3,329,404			395,998
Total income		17,156,705			7,695,698

Operating expenses:
Selling, general, and administrative		5,298,374			3,830,372
Total operating expenses		5,298,374			3,830,372
Income from operations		11,858,331			3,865,326

Other income:
Unrealized investment (loss) gain, net		(861,707	)		481,521
Realized gain (loss), net		(31,376	)		—
Other income, net		3,831			44,145
Gain on debt extinguishment		—			582,096
Total other (loss) income		(889,252	)		1,107,762

Net income	$	10,969,079		$	4,973,088

Revenues

We earned $13,827,301 and $7,299,700 of performance fee income in 2025 and 2024, respectively, representing an increase of approximately 89%. The increase in performance fee income was driven by increased assets under management and positive investment performance by the 210k Capital fund during 2025. 210k Capital’s total gross assets under management as of December 31, 2025 were $138,206,317, compared to $99,047,630 as of December 31, 2024. The increase in AUM is attributable to positive returns generated by the Fund and capital contributions from both new and existing investors.

We earned management fee income of $3,329,404 in 2025, a significant increase from the $395,998 earned in 2024. The increase in management fee income was driven by new capital raised at 210k Capital, positive gross returns generated by 210k Capital, as well as new fee arrangements with individual investors of the Fund. In 2025, many of the 210k Capital investors agreed to transition from various legacy fee structures to the Fund’s standard fee class in the Limited Partnership Agreement which includes a 2% annual management fee rate and a 20% performance fee rate with an annual crystallization event.

Operating Expenses

UTXO had operating expenses of $5,298,374 and $3,830,372 in 2025 and 2024, respectively, representing approximately a 38% increase. The largest driver of the increase was our consultancy services expense of $705,601 in 2025, compared to $166,723 in 2024. These expenses relate to new service providers and individual contractors engaged by UTXO. Our legal and professional services expense also increased to $222,725 in 2025, compared to $21,846 in 2024. This increase relates to audit fees incurred in 2025 which were not incurred in 2024, as our firm underwent its first audit in 2025 which covered the 2023 and 2024 fiscal years. The remaining increase in our operating expenses predominantly resulted from increases in our salaries and wages, guaranteed payments, and travel expenses. These expense increases were a strategic effort to support the growth of our firm.

Other Income and Expenses

UTXO had an investment loss of $861,707 in 2025 compared to investment income of $481,521 in 2024. This was primarily due to a $859,992 net loss on our investment in 210k Capital through our Carried Interest Account. The 210k Capital fund generated a positive return overall in 2025, however, UTXO’s investment in 210k Capital increased over the course of the year as performance fees were crystallized. During the later months of the year when UTXO had a larger Carried Interest Account balance, the Fund had negative returns.

The Company had other expenses of $27,545 in 2025 compared to other income of $626,241 in 2024. The other expense in 2025 was primarily due to an impairment of one of our balance sheet investments. The other income in 2024 was driven by a one-time gain on extinguishment of debt.

Net Income

UTXO generated net income of $10,969,079 in 2025, an increase of approximately 120% from $4,973,088 of net income generated in 2024. The increase in net income was primarily the result of the increase in management fee and performance fee revenues, partially offset by an increase in operating expenses to support our growth.

Liquidity and Capital Resources

Our Company primarily funds its operations from existing cash balances and ongoing management fee revenue from the 210k Capital fund, which is received monthly. Additionally, if the Fund performs well in a given year and performance fees are earned, these performance fees are crystallized into UTXO’s Carried Interest Account at the end of the year. The Company has the ability to make redemptions from our Carried Interest Account, as needed, to provide liquidity to our operating business at UTXO.

As of December 31, 2025, we do not have any long-term debt obligations, but have an account payable to BTC Inc. of $2,930,000 related to the MSA that UTXO entered with BTC Inc. in 2025. We have sufficient capital available to make this payment after year-end, with the ability to redeem from our Carried Interest Account at 210k Capital, which has a balance of $10,800,840 as of December 31, 2025.

Summary of Cash Flow

	For the Years Ended December 31,
	2025			2024

Net cash provided by (used in) operating activities	$	3,249,557		$	(160,297	)
Net cash (used in) provided by investing activities		(1,000	)		154,100
Net cash used in financing activities		(2,693,020	)		—

Net increase (decrease) in cash and cash equivalents		555,537			(6,197	)
Cash and cash equivalents at beginning of year		21,153			27,350
Cash and cash equivalents at end of year	$	576,690		$	21,153

Operating Activities

The Company generated net operating cash flow of $3,249,537 and ($160,297) in 2025 and 2024, respectively. The increase was largely driven by an increase in net income which was partially offset by an increase in our investments account, primarily the Carried Interest Account with 210k Capital.

Investing Activities

Net cash used in investing activities was $1,000 in 2025 and net cash provided by investing activities was $154,100 in 2024. The decrease relates to a redemption of investments of $155,000 in the prior year.

Financing Activities

Net cash used in financing activities was $2,693,020 and $0 in 2025 and 2024, respectively, which was a result of cash distributions made to the owners of UTXO during 2025.

As a result of these cash flow activities, our net cash increased by $555,537 during the year from $21,153 at the beginning of the year to $576,690 at the end of the year.

Forward-Looking Information

Revenue Seasonality

Our Company’s revenue can fluctuate materially from year to year, as our largest revenue driver in the last two years was from performance fees that are tied to the returns of 210k Capital. The returns of the 210k Capital fund vary from year to year based upon general market conditions, Bitcoin price fluctuations, and other factors that are difficult to predict. While we have generated performance fee revenue from 210k Capital in both 2025 and 2024, there is no guarantee that we will generate any performance fee revenue in future years. Additionally, we have ongoing revenue concentration risk since substantially all of our revenue is derived from the 210k Capital fund.

Operating Expense Outlook

While UTXO’s revenue can fluctuate materially from year to year, our operating expenses are much more predictable as they are not tied to the returns of the Fund. The majority of our operating expenses come from advertising & marketing, consultancy services, legal & professional services, and salaries & wages.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In preparing the consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, stockholders’ equity/deficit, revenue, expenses, and related disclosures. We re-evaluate our estimates on an on-going basis. Our estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions.

Fair Value Measurements