Exhibit
99.1
Nakamoto
Reports Fourth Quarter and Full Year 2025 Results; Provides Update on Bitcoin Strategy
Built
Scalable Bitcoin Operating Company Combining Treasury, Media, Asset Management and Advisory Capabilities
NASHVILLE,
Tenn. – March 30, 2026: Nakamoto Inc. (NASDAQ: NAKA) (“Nakamoto” or the “Company”), today announced
its financial and operating results for the fourth quarter and full year ended December 31, 2025, along with an update on its Bitcoin
strategy and recent developments.
Since
launching its Bitcoin strategy in August 2025, Nakamoto has focused on a clear objective: to build a scalable operating company with
a Bitcoin treasury as a foundation. Over the past six months, the Company has executed a series of foundational initiatives to position
itself as a leading Bitcoin-native company. These efforts have transformed Nakamoto into a vertically integrated operating business with
diversified, revenue-generating businesses designed to support long-term growth and compound shareholder value.
Operational
Highlights Since Launch of Bitcoin Strategy
| ● | Transformation
into a Bitcoin operating company through the merger of Nakamoto Holdings Inc. and KindlyMD
Inc, launching our long-term strategy. |
| ● | Establishment
of a strategic Bitcoin treasury, positioning Bitcoin as a core reserve asset and foundational
component of the Company’s capital strategy. |
| ● | Completion
of the corporate rebrand to Nakamoto Inc., aligning the Company’s identity with its
evolution into a Bitcoin-native operating business. |
| ● | Expansion
beyond a treasury-focused model into a multi-vertical operating business, including: |
| ◌ | Acquisition
of BTC Inc (February 2026), providing a leading media and events company within the Bitcoin
ecosystem. |
| ◌ | Acquisition
of UTXO Management (February 2026), adding asset management and capital allocation capabilities
across public and private markets. |
| ● | Development
of an integrated Bitcoin ecosystem, spanning media & information services, asset management
& financial services, and advisory & consulting services, designed to generate recurring
revenue and support continued growth across the verticals. |
| ● | Initiation
of the orderly exit of legacy Healthcare Operations, expected to reduce operating losses
and streamline Nakamoto’s operating structure. |
| ● | Completion
of a share repurchase program, purchasing 2,332,206 shares of common stock reflecting management’s
confidence in the long-term value of the business. |
| ● | Enhancement
of executive leadership with the appointment of experienced public company executives, including
Teri Gendron as Chief Financial Officer and Treasurer and John Dalton as Chief Accounting
Officer and Controller, enhancing the Company’s financial reporting, capital markets
capabilities, and operational discipline. |
“Nakamoto
Holdings entered 2025 with the mandate to launch a public, Bitcoin-native enterprise and executed that vision through the merger with
KindlyMD in August 2025,” said David Bailey, Chief Executive Officer of Nakamoto. “Our first year was dedicated to assembling
that engine. We established a robust Bitcoin treasury, built a scalable capital strategy, and, with the acquisitions of BTC Inc and UTXO,
transitioned into a fully integrated Bitcoin operating business with the scale and infrastructure to drive sustained growth.”
“The
next phase of Nakamoto will be defined by execution. We are focused on completing the integration of our acquisitions, driving operating
leverage, and scaling our company through expanded products, services, and growth initiatives across each of our verticals. At the same
time, we will continue to evaluate high-conviction M&A opportunities that align with our strategy and strengthen our operating capabilities.
Our objective is to build a scalable operating company that can allocate capital effectively, adapt to evolving market dynamics, and
grow alongside the broader digital asset economy. We remain committed to Bitcoin as a long-term strategic asset and are focused on growing
our treasury in a disciplined and capital-efficient manner.”
Strategic
Transformation and Bitcoin Operating Company Development
Nakamoto’s
execution over the second half of 2025 reflects a strategic shift under the Company’s new leadership team toward the development
of a scalable, Bitcoin-native operating business. In the third quarter of 2025, the Company completed a successful fundraising and the
merger with Nakamoto Holdings and KindlyMD. In early 2026, the Company rebranded to Nakamoto, signaling the alignment of the public market
business with the long-term Bitcoin strategy.
As
of February 2026, Nakamoto completed the acquisitions of BTC Inc and UTXO Management. Together, these businesses form an integrated business
spanning media, asset management, and advisory services. These verticals are unified in a single operating business with shared infrastructure
and governance, designed to generate recurring earnings and support long-term growth. Nakamoto expects operating cash flow to be reinvested
into operating business & product expansion, strategic investments, and Bitcoin accumulation, enhancing capital allocation flexibility
and balance sheet efficiency over time.
Amanda
Fabiano, Nakamoto’s Chief Operating Officer, added, “The foundation we developed in 2025 positions us to shift from buildout
to execution. Our focus now is on strengthening our operating businesses, scaling revenue-generating initiatives, and building infrastructure
for a unified Bitcoin company. By combining operating income with disciplined capital allocation, we aim to reinvest into growth initiatives
and Bitcoin accumulation while strengthening Nakamoto over time.”
Over
the past year, Nakamoto has taken deliberate steps to design its operations and balance sheet to support its long-term strategy. The
Company is exiting its legacy Healthcare Operations, which is expected to reduce operating losses, while establishing a dedicated U.S.
dollar operating reserve to fund near-term activities. These actions will enable Nakamoto to support operations while maintaining its
core Bitcoin treasury, positioning the Company for more disciplined growth going forward.
Transition
to Execution Phase
With
the foundational buildout of the Company largely complete, Nakamoto is entering its next phase focused on execution, integration, and
operating leverage. The Company expects to:
| ● | Reduce
operating losses following the exit of its legacy Healthcare Operations; |
| ● | Increase
contribution from operating businesses, including BTC Inc and UTXO; and |
| ● | Recognize
greater alignment between operating cash flow, capital allocation, and Bitcoin accumulation. |
Financial
Summary
The
Company’s 2025 results reflect a period of significant transformation, including the buildout of its Bitcoin treasury and operating
business. Reported losses were primarily driven by non-cash changes in the fair value of digital assets and investments, as well as expenses
associated with strategic transactions. As Nakamoto completes the integration of its new subsidiaries and streamlining of cost structure,
management expects improved operating performance and long-term value creation.
| | |
For the Quarter Ended December 31, 2025 | | |
For the Quarter Ended December 31, 2024 | |
| | |
Bitcoin Operations | | |
Healthcare Operations | | |
Other | | |
Total | | |
Bitcoin Operations | | |
Healthcare Operations | | |
Other | | |
Total | |
| Revenue | |
$ | - | | |
$ | 444,924 | | |
$ | - | | |
$ | 444,924 | | |
$ | - | | |
$ | 603,887 | | |
$ | - | | |
$ | 603,887 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Compensation | |
| 116,662 | | |
| 280,481 | | |
| 2,232,877 | | |
| 2,630,020 | | |
| - | | |
| 913,591 | | |
| - | | |
| 913,591 | |
| General and administrative | |
| 536,493 | | |
| 469,943 | | |
| 4,059,264 | | |
| 5,065,700 | | |
| - | | |
| 647,200 | | |
| - | | |
| 647,200 | |
| Other operating expenses | |
| - | | |
| 40,040 | | |
| - | | |
| 40,040 | | |
| - | | |
| 65,729 | | |
| - | | |
| 65,729 | |
| Loss on change in fair value of digital assets | |
| 142,577,674 | | |
| - | | |
| - | | |
| 142,577,674 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Loss on investments | |
| 10,846,176 | | |
| - | | |
| - | | |
| 10,846,176 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Total operating expenses | |
| 154,077,005 | | |
| 790,464 | | |
| 6,292,141 | | |
| 161,159,610 | | |
| - | | |
| 1,626,520 | | |
| - | | |
| 1,626,520 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating loss (GAAP) | |
| (154,077,005 | ) | |
| (345,540 | ) | |
| (6,292,141 | ) | |
| (160,714,686 | ) | |
| - | | |
| (1,022,633 | ) | |
| - | | |
| (1,022,633 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjustments | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Loss on change in fair value of digital assets | |
| 142,577,674 | | |
| - | | |
| - | | |
| 142,577,674 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Loss on investments | |
| 10,846,176 | | |
| - | | |
| - | | |
| 10,846,176 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Transaction-related compensation | |
| 31,250 | | |
| 230,319 | | |
| 594,649 | | |
| 856,218 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Transaction-related general and administrative | |
| - | | |
| 65,476 | | |
| 1,156,045 | | |
| 1,221,521 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Total adjustments | |
| 153,455,100 | | |
| 295,795 | | |
| 1,750,694 | | |
| 155,501,589 | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted operating loss (non-GAAP) | |
| (621,905 | ) | |
| (49,745 | ) | |
| (4,541,447 | ) | |
| (5,213,097 | ) | |
| - | | |
| (1,022,633 | ) | |
| - | | |
| (1,022,633 | ) |
Fourth
Quarter 2025 Highlights
Bitcoin
Operations:
| ● | Loss
on changes in fair value of digital assets of $142.6 million reflects the decline in the
value of Bitcoin from $114,078 as of September 30, 2025, to $87,519 as of December 31, 2025; |
| ● | Loss
on investments of $10.8 million primarily relates to the decline in value of the Company’s
Metaplanet Bitcoin-related investment. |
Healthcare
Operations:
| ● | Continued
operating losses driven by decreases in cash-pay patient services and the closing of one
of the Healthcare Operation’s clinic; |
| ● | Salaries
and wages benefit from a year-end change in compensation amounts of approximately $1 million; |
| ● | The
Company has initiated an exit of its Healthcare Operations that management anticipates will
progress over the next two quarters. The exit is expected to reduce operating losses and
simplify the Company’s cost structure, allowing full focus on Nakamoto’s Bitcoin-native
business. |
Other:
| ● | Transaction
related expenses of $1.8 million relate both to costs associated with the Nakamoto merger,
as well as due diligence costs associated with the February 2026 acquisitions of BTC Inc
and UTXO. |
Non-Operating
Items
| ● | Results
were impacted by gains of $204.5 million for the fourth quarter and $226.4 million for the
full year related to the increase in the fair value of Nakamoto’s call option to acquire
BTC Inc and UTXO. |
| | |
For the Year Ended December 31, 2025 | | |
For the Year Ended December 31, 2024 | |
| | |
Bitcoin Operations | | |
Healthcare Operations | | |
Other | | |
Total | | |
Bitcoin Operations | | |
Healthcare Operations | | |
Other | | |
Total | |
| Revenue | |
$ | - | | |
$ | 1,821,315 | | |
$ | - | | |
$ | 1,821,315 | | |
$ | - | | |
$ | 2,719,840 | | |
$ | - | | |
$ | 2,719,840 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Compensation | |
| 349,098 | | |
| 4,710,456 | | |
| 6,028,501 | | |
| 11,088,055 | | |
| - | | |
| 3,562,405 | | |
| - | | |
| 3,562,405 | |
| General and administrative | |
| 718,869 | | |
| 4,157,646 | | |
| 6,885,858 | | |
| 11,762,373 | | |
| - | | |
| 1,907,055 | | |
| - | | |
| 1,907,055 | |
| Other operating expenses | |
| - | | |
| 100,477 | | |
| - | | |
| 100,477 | | |
| - | | |
| 597,151 | | |
| - | | |
| 597,151 | |
| Loss (gain) on change in fair value of digital assets | |
| 166,225,876 | | |
| (131,969 | ) | |
| - | | |
| 166,093,907 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Loss on investments | |
| 9,915,745 | | |
| - | | |
| - | | |
| 9,915,745 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Total operating expenses | |
| 177,209,588 | | |
| 8,836,610 | | |
| 12,914,359 | | |
| 198,960,557 | | |
| - | | |
| 6,066,611 | | |
| - | | |
| 6,066,611 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating loss (GAAP) | |
| (177,209,588 | ) | |
| (7,015,295 | ) | |
| (12,914,359 | ) | |
| (197,139,242 | ) | |
| - | | |
| (3,346,771 | ) | |
| - | | |
| (3,346,771 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjustments | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Loss (gain) on change in fair value of digital assets | |
| 166,225,876 | | |
| (131,969 | ) | |
| - | | |
| 166,093,907 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Loss on investments | |
| 9,915,745 | | |
| - | | |
| - | | |
| 9,915,745 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Transaction-related compensation | |
| 114,583 | | |
| 310,319 | | |
| 2,773,681 | | |
| 3,198,583 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Transaction-related general and administrative | |
| - | | |
| 2,110,811 | | |
| 2,219,920 | | |
| 4,330,731 | | |
| - | | |
| - | | |
| - | | |
| - | |
| Total adjustments | |
| 176,256,204 | | |
| 2,289,161 | | |
| 4,993,601 | | |
| 183,538,966 | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted operating loss (non-GAAP) | |
| (953,384 | ) | |
| (4,726,134 | ) | |
| (7,920,758 | ) | |
| (13,600,276 | ) | |
| - | | |
| (3,346,771 | ) | |
| - | | |
| (3,346,771 | ) |
Full
Year 2025 Highlights
Bitcoin
Operations:
| ● | Loss
on changes in fair value of digital assets of $166.2 million reflects the decline in the
value of Bitcoin from Nakamoto’s weighted average purchase price $118,171 to $87,519
at December 31, 2025; |
| ● | As
of year end, the Company held 5,342 Bitcoin; |
| ● | Loss
on investments of $9.9 million primarily relates to the decline in value of the Company’s
Metaplanet Bitcoin-related investment. |
Healthcare
Operations:
| ● | Operating
losses driven by decreases in cash-pay patient services and the closing of one of the Healthcare
Operation’s clinic; |
Other:
| ● | Transaction-related
expenses of $5.0 million relate primarily to costs associated with the Nakamoto merger. |
Liquidity
Highlights
Subsequent
to year-end, Nakamoto took steps to further strengthen its balance sheet and enhance financial flexibility. The Company sold approximately
$20 million of Bitcoin to establish a dedicated U.S. dollar operating reserve. This reserve is intended to fund strategic initiatives,
integration activities, and operating expenses—inclusive of interest expense related to the outstanding Kraken loan—enabling
the Company to support near-term liquidity needs.
Nakamoto
continues to view its Bitcoin holdings as a long-term strategic treasury asset. Management believes this approach reflects a disciplined
capital strategy that separates long-term Bitcoin exposure from short-term operating liquidity, while preserving the Company’s
ability to benefit from Bitcoin appreciation over time.
Enterprise
Value: As of December 31, 2025, the Company’s enterprise value was $341 million, calculated as market capitalization of $154
million, plus notes payable of $210 million, less cash and cash equivalents of $23 million.
Shares
Issued and Outstanding: As of December 31, 2025, Nakamoto’s shares outstanding were 437,946,327 and fully diluted shares outstanding
were 526,086,844. As of March 27, 2026, shares outstanding were 690,018,254, and fully diluted shares outstanding were 892,723,518.
About
Nakamoto Inc.
Nakamoto
Inc. (NASDAQ: NAKA) is a Bitcoin company that owns and operates a global portfolio of Bitcoin-native enterprises spanning media &
information services, asset management & financial services, and consulting & advisory services. Nakamoto is the parent company
of BTC Inc, the world’s leading Bitcoin media enterprise behind Bitcoin Magazine, The Bitcoin Conference, and Bitcoin
for Corporations, and of UTXO Management, a Bitcoin-native asset manager focused on public and private market investments across
the Bitcoin ecosystem. For more information, visit nakamoto.com.
Forward
Looking Statements
All
statements, other than statements of historical fact, included in this press release that address activities, events or developments
that Nakamoto expects, believes or anticipates will or may occur in the future are forward-looking statements, as defined under U.S.
federal securities laws, related to Nakamoto. Forward-looking statements can be identified by the fact that they do not relate strictly
to historical or current facts, including, without limitation, statements about expectations regarding anticipated synergies, cross−selling
opportunities, operational plans, market expansion, the long−term strategic impact or anticipated effects of the BTC Inc and UTXO
acquisitions, financial projections of BTC Inc and/or UTXO, Bitcoin-related strategies, Bitcoin treasury management activities, and Nakamoto’s
anticipated holding of Bitcoin as part of its corporate treasury. Such forward-looking statements are inherently uncertain and involve
numerous assumptions and risks.
Forward-looking
terms used may include, but are not limited to, “estimate,” “project,” “predict,” “believe,”
“expect,” “anticipate,” “potential,” “create,” “intend,” “could,”
“would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,”
“future,” “build,” “focus,” “continue,” “strive,” “allow,” “seek,”
“see,” “aim,” “target,” or the negative of such terms or other variations thereof and words and terms
of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements and
similar expressions. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking
statements include, but are not limited to, descriptions of Nakamoto and its operations, subsidiaries, strategies and plans, expectations
regarding anticipated synergies, cross−selling opportunities, operational plans, market expansion, the long−term strategic
impact or anticipated effects of the BTC Inc and UTXO acquisitions, financial projections of BTC Inc and/or UTXO, Bitcoin-related strategies,
and Bitcoin treasury management activities. These statements may also relate to broader macroeconomic trends, industry developments,
technology adoption, competitive positioning, market expansion, product launches, research and development efforts, acquisitions or dispositions,
legal or regulatory developments, and other initiatives that could affect our future business performance. There are a number of risks
and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication.
Factors that could cause actual results to differ include, but are not limited to, the following: the acquisition of BTC Inc or UTXO
may not provide the benefits we anticipate receiving due to any number of factors, including the inability of BTC Inc or UTXO to maintain
current level of earnings or to continue to grow its sales to new and existing customers; our inability to successfully cross-sell business
between our existing customers and BTC Inc’s or UTXO’s existing products or services, or expand products or services to new
customers; the effect of the BTC Inc and UTXO acquisitions on our business relationships, performance, and business generally; and we
may encounter difficulties with integration or unanticipated costs related to the BTC Inc and UTXO acquisitions; Bitcoin market volatility;
and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult
to predict and are beyond Nakamoto’s control, including those detailed in Nakamoto’s Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and such other documents of Nakamoto that are filed, or will filed, with the SEC that
are or will be available on Nakamoto’s website at www.nakamoto.com and on the website of the SEC at www.sec.gov. All forward-looking
statements are based on assumptions that Nakamoto believes to be reasonable but that may not prove to be accurate. Any forward-looking
statement speaks only as of the date on which such statement is made, and Nakamoto does not undertake any obligation to correct or update
any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Nothing
contained herein constitutes an offer to buy or sell securities of Nakamoto or any other party, nor does it constitute a solicitation
of any proxy or vote. Past performance is not indicative of future results.
Non-GAAP
Financial Measures
This
press release contains the following non-GAAP financial measures consisting of Adjusted operating loss and fully diluted shares outstanding.
We define Adjusted operating loss as the removal of the change in fair value of digital assets, loss on investments, transaction-related
compensation and transaction-related general and administrative expenses from our operating loss (“Adjusted operating loss”).
We define fully diluted shares outstanding as common shares outstanding and all options, warrants, hold back shares for the BTC Inc and
UTXO acquisitions, restricted stock units and shares to be issued upon delivery of letters of transmittal from BTC Inc stockholders (“Fully
Diluted Shares Outstanding”). Non-GAAP financial measures are financial measures that are derived from consolidated financial statements,
but that are not presented in accordance with generally accepted accounting principles in the United States (“GAAP”). Non-GAAP
financial measures are subject to material limitations as they are not measurements prepared in accordance with GAAP, and are not a substitute
for such measurements. Nakamoto uses these non-GAAP financial measures and other key metrics internally to facilitate analysis of its
financial and business trends and for internal planning and forecasting purposes. Nakamoto believes these non-GAAP financial measures,
when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial performance
by excluding certain items that may not be indicative of its business, results of operations, or outlook. However, non-GAAP financial
measures have limitations as an analytical tool and are presented for supplemental informational purposes only. They should not be considered
in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. In particular, other companies, including
companies in Nakamoto’s industry, may report Adjusted operating loss and Fully Diluted Shares Outstanding, or similarly titled
measures but calculate them differently, which reduces their usefulness as comparative measures.
Media
Contact
Carissa
Felger / Sam Cohen
Gasthalter
& Co.
(212)
257-4170
Nakamoto@gasthalter.com
Investor
Relations Contact
Steven
Lubka
VP
of Investor Relations
(615)
701-8889
Investors@nakamoto.com
Statement
of Operations
| (unaudited) | |
For the Quarter Ended December
31, | | |
For the Year Ended December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Revenue | |
$ | 444,924 | | |
$ | 603,887 | | |
$ | 1,821,315 | | |
$ | 2,719,840 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Compensation | |
| 2,630,020 | | |
| 913,591 | | |
| 11,088,055 | | |
| 3,562,405 | |
| General and administrative | |
| 5,065,700 | | |
| 647,200 | | |
| 11,762,373 | | |
| 1,907,055 | |
| Other operating expenses | |
| 40,040 | | |
| 65,729 | | |
| 100,477 | | |
| 597,151 | |
| Loss on change in fair value of digital assets | |
| 142,577,674 | | |
| - | | |
| 166,093,907 | | |
| - | |
| Loss on investments | |
| 10,846,176 | | |
| - | | |
| 9,915,745 | | |
| - | |
| Total operating expenses | |
| 161,159,610 | | |
| 1,626,520 | | |
| 198,960,557 | | |
| 6,066,611 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating loss | |
| (160,714,686 | ) | |
| (1,022,633 | ) | |
| (197,139,242 | ) | |
| (3,346,771 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Non-operating income (expense): | |
| | | |
| | | |
| | | |
| | |
| Other income, net | |
| 763,098 | | |
| 29,212 | | |
| 73,342 | | |
| 161,461 | |
| Interest expense | |
| (7,050,583 | ) | |
| (8,100 | ) | |
| (7,060,581 | ) | |
| (393,448 | ) |
| Change in fair value of call option - related party | |
| 204,529,000 | | |
| - | | |
| 226,374,000 | | |
| - | |
| Debt restructuring costs | |
| (268,146 | ) | |
| - | | |
| (14,722,631 | ) | |
| (38,889 | ) |
| Loss on acquisition of Nakamoto Holdings | |
| - | | |
| - | | |
| (59,753,811 | ) | |
| - | |
| Total non-operating income (expense) | |
| 197,973,369 | | |
| 21,112 | | |
| 144,910,319 | | |
| (270,876 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) before provision for income taxes | |
| 37,258,683 | | |
| (1,001,521 | ) | |
| (52,228,923 | ) | |
| (3,617,647 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Provision for income taxes | |
| - | | |
| - | | |
| - | | |
| - | |
| Net income (loss) | |
$ | 37,258,683 | | |
$ | (1,001,521 | ) | |
$ | (52,228,923 | ) | |
$ | (3,617,647 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) per common stock - basic | |
$ | 0.07 | | |
$ | (0.17 | ) | |
$ | (0.26 | ) | |
$ | (0.67 | ) |
| Net income (loss) per common stock - diluted | |
$ | 0.07 | | |
$ | (0.17 | ) | |
$ | (0.26 | ) | |
$ | (0.67 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares outstanding - basic | |
| 511,617,415 | | |
| 5,972,367 | | |
| 200,201,551 | | |
| 5,391,433 | |
| Weighted average shares outstanding - diluted | |
| 511,617,415 | | |
| 5,972,367 | | |
| 200,201,551 | | |
| 5,391,433 | |
Reconciliation
of Shares Outstanding to Fully Diluted Shares Outstanding
The
following table presents a reconciliation of Common Shares Outstanding to Fully Diluted Shares Outstanding, the most directly comparable
GAAP measure:
| | |
December 31, 2025 | | |
March 27, 2026 | |
| Common Shares Outstanding (GAAP) | |
| 437,946,327 | | |
| 690,018,254 | |
| Options | |
| 292,769 | | |
| 78,714,493 | |
| Pre-Funded Warrants | |
| 71,704,975 | | |
| 61,704,975 | |
| Holdback Shares for BTC Inc and UTXO Acquisitions | |
| - | | |
| 27,483,604 | |
| Restricted Stock Units | |
| 15,656,055 | | |
| 17,636,822 | |
| Shares to be Issued Upon Letters of Transmittal | |
| - | | |
| 16,678,652 | |
| Cash Warrants - Tradeable | |
| 384,936 | | |
| 384,936 | |
| Cash Warrants - Non-Tradeable | |
| 101,782 | | |
| 101,782 | |
| Fully Diluted Shares Outstanding (non-GAAP) | |
| 526,086,844 | | |
| 892,723,518 | |
