Nakamoto Inc. (Nasdaq: NAKA) updates loan agreement and trading wallet collateral

Rhea-AI Filing Summary

Nakamoto Inc. filed a current report outlining a change to its existing financing arrangement with Payward Interactive, Inc.. Through its subsidiary Nakamoto Holdings, the company entered into a First Amendment to its Master Loan Agreement. This amendment allows a designated trading wallet at Payward to be funded and formally designates that trading wallet as collateral.

The trading wallet will secure obligations under the Master Loan Agreement as well as any obligations that may arise from trading activity conducted through that wallet. The amendment itself is attached as an exhibit for full legal and operational details.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 30, 2026

Nakamoto Inc.

(Exact name of registrant as specified in its charter)

 DE

001-42103		84-3829824
(Commission File Number)		(IRS Employer Identification Number)
300 10th Ave South, Nashville, TN		37203
(Address of Principal Executive Offices)		(Zip Code)

615-676-8668

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.001		NAKA		The Nasdaq Stock Market LLC
Tradeable Warrants to purchase shares of Common Stock, par value $0.001 per share		NAKAW		OTC Pink Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Amendment No. 1 to the Master Loan Agreement

On January 30, 2026, Nakamoto Inc., a Delaware corporation, through its wholly owned subsidiary, Nakamoto Holdings, Inc. (“Nakamoto Holdings”), entered into that certain First Amendment to the Master Loan Agreement (the “MLA Amendment”), which amends that certain Master Loan Agreement, dated as of December 3, 2025 (the “Master Loan Agreement”), by and between Nakamoto Holdings and Payward Interactive, Inc. (the “Lender”).

The MLA Amendment amends the Master Loan Agreement to permit the funding of a designated trading wallet maintained at the Lender (the “Trading Wallet”) and to clarify that the Trading Wallet shall serve as collateral for both the obligations under the Master Loan Agreement and obligations (if any) resulting from trading activity conducted through such wallet.

The foregoing description of the MLA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the MLA Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
10.1		First Amendment to the Master Loan Agreement, dated as of January 30, 2026, by and between Nakamoto Holdings, Inc. and Payward Interactive, Inc.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized.

	NAKAMOTO INC.
Dated: January 30, 2026	By:	/s/ David Bailey
		David Bailey
		Chief Executive Officer

FAQ

What did Nakamoto Inc. (NAKA) change in its loan agreement?

Nakamoto Inc. amended its Master Loan Agreement with Payward Interactive through a First Amendment. The change permits funding of a designated trading wallet and confirms that this wallet serves as collateral for obligations under the loan and related trading activity.

Who is Nakamoto Inc.’s lender in the amended Master Loan Agreement?

The lender is Payward Interactive, Inc.. Nakamoto Holdings, a wholly owned subsidiary of Nakamoto Inc., is the borrower under the Master Loan Agreement, which has now been amended to address use and collateral treatment of a designated trading wallet at the lender.

How does the trading wallet function under Nakamoto Inc.’s updated agreement?

The amendment permits funding of a designated trading wallet maintained at Payward Interactive. That trading wallet is explicitly treated as collateral securing obligations under the Master Loan Agreement and any obligations that may result from trading activity conducted through the wallet.

Which Nakamoto Inc. subsidiary is party to the amended Master Loan Agreement?

The borrower is Nakamoto Holdings, Inc., a wholly owned subsidiary of Nakamoto Inc. Nakamoto Holdings entered into the original Master Loan Agreement and the First Amendment that adds provisions regarding the funded trading wallet and its role as collateral.

Where can investors see the full text of Nakamoto Inc.’s loan amendment?

The complete First Amendment to the Master Loan Agreement is filed as Exhibit 10.1. The report states that its brief description is qualified in its entirety by reference to this exhibit, which contains the detailed contractual terms and conditions.