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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): February 20, 2026
Nakamoto
Inc.
(Exact
name of registrant as specified in its charter)
| 001-42103
|
DE |
84-3829824 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
| |
|
|
| 300
10th Ave South, Nashville, TN |
|
37203 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(385)
388-8220
(Registrant’s
telephone number, including area code)
N/A
(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.
The
information contained in Item 2.01 with respect to the lock-up agreements signed in connection with the Mergers (as defined below) (the
“Lock-Up Agreements”) is incorporated by reference into this Item 1.01.
Item
2.01. Completion of Acquisition or Disposition of Assets.
Closing
of Mergers
As previously disclosed in a Current
Report on Form 8-K filed on February 17, 2026 (the “Signing 8-K”), with the Securities and Exchange
Commission (the “SEC”), on February 16, 2026, Nakamoto Inc., a Delaware corporation (“Nakamoto”),
entered into (a) an Agreement and Plan of Merger (the “BTC Merger
Agreement”) with BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Nakamoto
(“BTC Merger Sub”), BTC Inc., a Delaware corporation (“BTC”), and the
stockholder representative party thereto and (b) an Agreement and Plan of Merger (the
“UTXO Merger Agreement” and together with the BTC Merger Agreement, the “Merger
Agreements”) by and among Nakamoto, UTXO GP Merger Sub, LLC, a Tennessee limited liability company and a wholly-owned
subsidiary of Nakamoto (“UTXO Merger Sub”), UTXO Management GP, LLC, a Tennessee limited liability company
(“UTXO”), David Bailey, in his individual capacity (“D.
Bailey”), Tyler Evans, in his individual capacity (“Evans”), and the equityholder
representative party thereto.
On February 20, 2026, Nakamoto
completed the transactions contemplated by the (a) BTC Merger Agreement, pursuant to
which BTC Merger Sub merged with and into BTC, with BTC surviving the merger as a wholly-owned subsidiary of Nakamoto (the
“BTC Merger”) and (b) UTXO Merger Agreement, pursuant to
which UTXO Merger Sub merged with and into UTXO, with UTXO surviving the merger as a wholly-owned subsidiary of Nakamoto (the
“UTXO Merger”, and together with the BTC Merger, the “Mergers”).
BTC
Consideration
Pursuant to
the BTC Merger Agreement, at the closing of the BTC Merger (the “BTC Closing”),
(a) all issued and outstanding shares of common stock of BTC, par value $0.00005 per share,
and preferred stock of BTC, par value $0.00005 per share, were, collectively, converted into
the right to receive 259,886,237 shares of Nakamoto common stock, par value $0.001 (“Nakamoto
Common Stock” and such shares, the “BTC Merger Shares”),
and (b) Nakamoto reserved 78,427,012 shares of Nakamoto
Common Stock for issuance in connection with fully-vested BTC stock options assumed by Nakamoto (“BTC Stock Options”
together with BTC Merger Shares, the “BTC Consideration”).
Based on the closing price of Nakamoto Common Stock
of $0.248 on February 19, 2026 (the day prior to the BTC
Closing), the aggregate value of the shares of Nakamoto Common Stock issued or issuable as
BTC Consideration, net of aggregate strike prices for the BTC Stock Options, is equal to approximately $75,065,352.
Pursuant to the BTC Merger Agreement, 24,835,418
shares of Nakamoto Common Stock were withheld from the BTC Consideration and will be available to offset any post-closing adjustments
to the BTC Consideration and to support indemnification obligations (the “BTC Holdback Shares”). Certain stockholders
of BTC will receive their pro rata portions of the BTC Holdback Shares subject to the conditions in and in accordance
with the BTC Merger Agreement.
Treatment
of BTC Stock Options
As
of the BTC Closing, each BTC Stock Option that was outstanding immediately prior to the BTC Closing, whether or not then vested or exercisable,
was assumed by Nakamoto and was accelerated, fully-vested and automatically converted into an option to acquire shares of Nakamoto Common
Stock.
Each
such BTC Stock Option as so assumed and converted (after such conversion, an “Assumed Option”) continues to
have the same terms and conditions as applied to the BTC Stock Option immediately prior to the BTC Closing, except that, as of the BTC
Closing, each such Assumed Option will constitute an option to acquire that number of whole shares of Nakamoto Common Stock equal to
the product of (A) the number of shares of BTC Inc. common stock subject to such BTC Stock Option immediately prior to the BTC Closing
multiplied by (B) the exchange ratio of 137, at an exercise price per share of Nakamoto Common Stock equal to the quotient obtained by
dividing (x) the exercise price per share of such BTC Stock Option by (y) the exchange ratio of 137.
The
conversion is designed to preserve the economic value of each BTC Stock Option while converting them into shares of Nakamoto Common Stock.
The adjustment ensures that the total cost to exercise the Assumed Options remains the same as it was under the original BTC Stock Options.
UTXO
Consideration
Contemporaneously
with the BTC Closing, the UTXO Merger closed pursuant to the UTXO Merger Agreement
(the “UTXO Closing” and together with the BTC Closing, the “Closing”).
At the UTXO Closing, all issued and outstanding equity interests of UTXO were converted into the right to receive 26,481,860
shares of Nakamoto Common Stock (the “UTXO Consideration”). Based on the closing price of Nakamoto Common Stock
of $0.248 on February 19, 2026 (the day prior to the UTXO
Closing), the value of the UTXO Consideration is equal to approximately $6,567,501.
Pursuant to the UTXO Merger Agreement, 2,648,186
shares of Nakamoto Common Stock were withheld from the UTXO Consideration and will be available to offset any post-closing
adjustments to the UTXO Consideration and to support any indemnification obligations (the “UTXO Holdback Shares”).
The UTXO equityholders will receive their pro rata portion of the UTXO Holdback Shares subject to conditions in and in
accordance with the UTXO Merger Agreement.
Lock-Up Agreements
In connection with the Closing, certain equityholders
of BTC and UTXO, entered into the Lock-Up Agreements with Nakamoto. Under the Lock-Up Agreements, such holders agreed that, (i) during
the period commencing at the Closing and ending on the date that is six (6) months after the Closing, they will not, directly or indirectly,
offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of, or engage in any hedging or derivative transactions
with respect to 50% of the shares of Nakamoto Common Stock received in the applicable Merger (other than, in the case of UTXO equityholders,
the UTXO Holdback Shares) (or any Nakamoto Common Stock issuable upon exercise of the BTC
Stock Options), and will not make any demand for, or exercise any right with respect to, the registration of such securities, and (ii)
during the period commencing at the Closing and ending on the date that is twelve (12) months after the Closing, they will be subject
to the foregoing restrictions with respect to the remaining 50% of such securities, in each case subject to customary permitted transfers
(including transfers to affiliates, family members and trusts for estate planning purposes, to charitable organizations, and pursuant
to will or intestacy), provided that any permitted transferee agrees in writing to be bound by the Lock-Up Agreement for the remainder
of the applicable restricted period.
Nakamoto
Capitalization
In
connection with the BTC Closing, (a) D. Bailey, Nakamoto’s Chief Executive Officer and Chairman of the Board, received
107,068,147 shares of Nakamoto Common Stock as his pro rata portion of the BTC Merger Shares (inclusive of BTC Holdback Shares) (b)
Evans, Nakamoto’s Chief Investment Officer, received 6,588,809 shares of Nakamoto Common Stock as his pro rata portion of the
BTC Merger Shares (inclusive of BTC Holdback Shares), and (c) Ms. Calli Bailey, who became an affiliate of Nakamoto upon the BTC
Closing (“C. Bailey” with Evans and D. Bailey, the “Nakamoto Affiliates”),
received 109,937,024 shares of Nakamoto Common Stock as her pro rata portion of the BTC Merger Shares (inclusive of BTC Holdback
Shares). Each of the Nakamoto Affiliates signed a Lock-Up Agreement restricting the shares of Nakamoto Common Stock they received
as BTC Merger Shares at the BTC Closing.
In
connection with Nakamoto’s assumption of BTC Stock Options, (a) Evans will be eligible to receive 25,421,822 shares of Nakamoto
Common Stock upon exercise of fully vested BTC Stock Options held by Evans and (b) Andrew Creighton, Nakamoto’s Chief Commercial
Officer (“Creighton”), will be eligible to receive 1,685,500 shares of Nakamoto Common Stock upon exercise
of fully vested BTC Stock Options held by Creighton.
In
connection with the UTXO Closing, (i) D. Bailey, Nakamoto’s Chief Executive Officer and Chairman of the Board, received 13,240,930
shares of Nakamoto Common Stock as his pro rata portion of the UTXO Consideration (inclusive of UTXO Holdback Shares) and
(ii) Evans, Nakamoto’s Chief Investment Officer, received 13,240,930 shares of Nakamoto Common Stock as his pro rata portion
of the UTXO Consideration (inclusive of UTXO Holdback Shares).
As
of February 25, 2026, there were approximately 683,451,950 shares of Nakamoto Common Stock issued and outstanding, and approximately
890,148,039 shares outstanding on a fully diluted basis (assuming the exercise, conversion or issuance of all outstanding options,
warrants, holdback shares, shares to be issued upon delivery of letters of transmittal by BTC stockholders and restricted stock units).
The
BTC Merger Shares are only issued to BTC stockholders upon delivery of letters of transmittal to Nakamoto’s transfer agent.
As of February 25, 2026, letters of transmittal remain outstanding and undelivered with respect to 22,644,956 BTC Merger Shares. None
of the 24,835,418 BTC Holdback Shares nor 2,648,186 UTXO Holdback Shares have yet been issued, as required under the Merger Agreements.
As
of the date of this Current Report on Form 8-K, each of D. Bailey, Evans, C. Bailey, and Creighton beneficially own, as such term is
defined under Rule 13d-3 of the Securities Exchange Act of 1934, as amended, 17.46%, 6.44%, 14.47% and 0.70%, respectively.
The
foregoing descriptions of the Merger Agreements and of the form of Lock-Up Agreement do not purport to be complete and are qualified
in their entirety by reference to the full texts of the BTC Merger Agreement, which was corrected to address a scrivener’s error
and is filed as Exhibit 2.1 hereto, and the UTXO Merger Agreement, and the form of Lock-Up Agreement, filed as Exhibits 2.2, and
10.1, respectively, to the Signing 8-K, and incorporated by reference in this Current Report on Form 8-K.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth under Item 2.01 of this Current Report on Form 8-K related to the shares of Nakamoto Common Stock issued as the
BTC Consideration and UTXO Consideration is incorporated herein by reference.
The
shares of Nakamoto Common Stock issued as the BTC Consideration and the UTXO Consideration were issued pursuant to one or more exemptions
from registration under the Securities Act of 1933, as amended (the “Securities Act”), including those provided
by Section 4(a)(2) of the Securities Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
information set forth under Item 2.01 of this Current Report on Form 8-K related to Nakamoto’s assumption and conversion of BTC
Stock Options is incorporated herein by reference into this Item 5.02.
Item
7.01 Regulation FD Disclosure.
On
February 20, 2026, Nakamoto issued a press release announcing the Closing of the Mergers. A copy of the press release has been furnished
as Exhibit 99.1 to this Current Report on Form 8-K (the “Press Release”).
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall
such information be incorporated by reference into any filing under the Securities Act, unless specifically identified therein as being
incorporated therein by reference.
Non-GAAP
Financial Measures
This
Current Report on Form 8-K contains the following non-GAAP financial measures consisting of shares outstanding on a fully diluted basis.
Nakamoto defines shares outstanding on a fully diluted basis as common shares outstanding and all options, warrants, holdback shares for the
Mergers, shares to be issued upon delivery of letters of transmittal from BTC stockholders and restricted stock units (“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 Fully Diluted Shares Outstanding, or similarly titled measures
but calculate them differently, which reduces their usefulness as comparative measures.
Reconciliation
of Shares Outstanding to Fully Diluted Shares Outstanding
The
following table presents a reconciliation of GAAP Shares Outstanding to non-GAAP Fully Diluted Shares Outstanding, the most directly
comparable GAAP measure as of February 25, 2026:
| | |
Nakamoto Shares
Pre-Mergers | | |
Shares Issued
for
Mergers | | |
Nakamoto Shares
Post-Mergers | |
| Common Shares Outstanding | |
| 447,212,413 | | |
| 236,239,537 | | |
| 683,451,950 | |
| Options | |
| 292,769 | | |
| 78,427,012 | | |
| 78,719,781 | |
| Pre-Funded Warrants | |
| 61,704,975 | | |
| - | | |
| 61,704,975 | |
| Holdback Shares for Mergers | |
| - | | |
| 27,483,604 | | |
| 27,483,604 | |
| Shares to be Issued Upon Letters of Transmittal | |
| - | | |
| 22,644,956 | | |
| 22,644,956 | |
| Restricted Stock Units | |
| 15,656,055 | | |
| - | | |
| 15,656,055 | |
| Cash Warrants - Tradeable | |
| 384,936 | | |
| - | | |
| 384,936 | |
| Cash Warrants - Non-Tradeable | |
| 101,782 | | |
| - | | |
| 101,782 | |
| Fully Diluted Shares Outstanding | |
| 525,352,930 | | |
| 364,795,109 | | |
| 890,148,039 | |
| | |
| | | |
| | | |
| | |
| Common Shares Outstanding % | |
| 65.4 | % | |
| 34.6 | % | |
| 100.0 | % |
| Fully Diluted Shares Outstanding % | |
| 59.0 | % | |
| 41.0 | % | |
| 100.0 | % |
Forward
Looking Statements
All
statements, other than statements of historical fact, included in this communication 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 Mergers, financial
projections of BTC 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 Mergers, financial projections of BTC 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 or UTXO may not provide the
benefits we anticipate receiving due to any number of factors, including the inability of BTC 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’s or UTXO’s existing products or services, or expand products or services to new customers; the effect
of the announcement or pendency of the Mergers on our business relationships, performance, and business generally; the acquisition of
BTC or UTXO may not be closed in a timely manner or at all, which may adversely affect the price of our securities; and we may encounter
difficulties with integration or unanticipated costs related to the Mergers; 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 be 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.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of businesses or funds acquired.
The
financial statements required by Item 9.01(a) of Form 8-K with respect to the Mergers will be filed by amendment to this Current
Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b)
Pro forma financial information.
The
pro forma financial information required by Item 9.01(b) of Form 8-K with respect to the Mergers will be filed by amendment to
this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to
be filed.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 2.1*+ |
|
BTC Merger Agreement, dated as of February 16, 2026 (Corrected) |
| 99.1 |
|
Press Release, dated as of February 20, 2026 |
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
*
Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule (or
similar attachment) will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential
treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
+
Indicates certain portions of this document that constitute confidential information have been redacted in accordance with Regulation
S-K, Item 601(b)(2) or (10).
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:
February 26, 2026 |
By:
|
/s/
Teri Gendron |
| |
|
Teri
Gendron |
| |
|
Chief
Financial Officer |
Exhibit
99.1
Nakamoto
Inc. Completes Acquisition of BTC Inc and UTXO Management
NASHVILLE,
Tenn. — February 20, 2026: Nakamoto Inc. (NASDAQ: NAKA) (“Nakamoto” or the “Company”),
today announced the successful completion of its previously announced acquisitions of BTC Inc, the leading provider of Bitcoin-related
media and events, and UTXO Management GP, LLC (“UTXO”), an investment firm focused on private and public Bitcoin
companies (collectively, the “Transaction”), following the satisfaction of customary closing conditions.
With
the completion of the Transaction, BTC Inc and UTXO are now wholly owned subsidiaries of Nakamoto, which operates an integrated portfolio
of Bitcoin-native enterprises spanning media and information, finance and asset management, and advisory and consulting services.
The
consideration for the Transaction consists solely of Nakamoto common stock and assumed options to purchase Nakamoto common stock. BTC
Inc and UTXO securityholders received, on a fully diluted basis, 364,795,104 shares of Nakamoto common stock at a combined value of $81,632,852,
net of aggregate strike prices for assumed options, based on Nakamoto’s closing price on February 19, 2026, of $0.248.
Based
on preliminary unaudited results for the 12-month period ended September 30, 2025, BTC Inc and UTXO combined (after intercompany eliminations)
generated approximately $80.5 million in revenue, $34.2 million in EBITDA, and $40.1 million in net income.
BTC
Inc: The Global Leader in Bitcoin Media and Events
BTC
Inc is the largest Bitcoin media company in the world, based on event attendance, online audience, and brand portfolio. BTC Inc’s
portfolio spans 27 media brands, reaching approximately 6 million people globally through its aggregated social media followers. BTC
Inc is the organizer of The Bitcoin Conference, the largest Bitcoin event series across the United States, Asia, Europe, and the Middle
East, which hosted approximately 67,000 attendees in 2025. BTC Inc is also the parent company of Bitcoin Magazine, which was first published
in May 2012, establishing the publication as the longest-running source of Bitcoin news, information, and expert commentary. BTC Inc
also operates Bitcoin for Corporations, a membership-based platform for companies adopting Bitcoin as a strategic treasury asset, which
currently hosts over 40 member companies and has a 5-year brand partnership with Strategy Inc. for hosting networking events and educational
content.
Based
on preliminary unaudited results for the 12-month period ended September 30, 2025, BTC Inc generated approximately $65.3 million in revenue,
$20.6 million in EBITDA, and $26.5 million in net income.
UTXO:
Investing in Bitcoin Acceleration
UTXO
is the adviser to 210k Capital, LP, a hedge fund focused on Bitcoin, Bitcoin-related securities, and derivatives. The investment team
leverages extensive experience in the Bitcoin ecosystem to allocate capital across public and private market opportunities.
Based
on preliminary unaudited results for the 12-month period ended September 30, 2025, UTXO generated approximately $18.2 million in revenue,
$13.6 million in EBITDA, and $13.6 million in net income.
More
information can be found on the Nakamoto Investor Relations site: http://investors.nakamoto.com.
Additional
Transaction Details
A
Special Committee of independent directors of Nakamoto’s Board of Directors (the “Special Committee”) was formed to
review, evaluate, and negotiate the Transaction. The Special Committee retained B. Riley Securities, Inc. as the independent financial
advisor and fairness opinion provider to the Special Committee and Simpson Thacher & Bartlett LLP as independent legal counsel.
Nakamoto
was advised by TD Securities (USA) LLC as its financial advisor and Reed Smith LLP as legal counsel in connection with the Transaction.
BTC Inc was advised by Bradley Arant Boult Cummings LLP and UTXO was advised by Haynes and Boone, LLP, in each case acting as legal counsel
to the respective parties.
About
Nakamoto Inc.
Nakamoto
Inc. (NASDAQ: NAKA) is a Bitcoin company that owns and operates a global portfolio of Bitcoin-native enterprises spanning media and information,
asset management, and advisory services. For more information, please visit nakamoto.com.
Forward
Looking Statements
All
statements, other than statements of historical fact, included in this press release that address activities, events or developments
that Nakamoto expects, believes or anticipates will or may occur in the future are forward-looking statements, as defined under U.S.
federal securities laws, related to Nakamoto. Forward-looking statements can be identified by the fact that they do not relate strictly
to historical or current facts, including, without limitation, statements about expectations regarding anticipated synergies, cross−selling
opportunities, operational plans, market expansion, the long−term strategic impact or anticipated effects of the Transaction, financial
projections of BTC Inc and/or UTXO, Bitcoin-related strategies, Bitcoin treasury management activities, and Nakamoto’s anticipated
holding of Bitcoin as part of its corporate treasury. Such forward-looking statements are inherently uncertain and involve numerous assumptions
and risks.
Forward-looking
terms used may include, but are not limited to, “estimate,” “project,” “predict,” “believe,”
“expect,” “anticipate,” “potential,” “create,” “intend,” “could,”
“would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,”
“future,” “build,” “focus,” “continue,” “strive,” “allow,” “seek,”
“see,” “aim,” “target,” or the negative of such terms or other variations thereof and words and terms
of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements and
similar expressions. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking
statements include, but are not limited to, descriptions of Nakamoto and its operations, subsidiaries, strategies and plans, expectations
regarding anticipated synergies, cross−selling opportunities, operational plans, market expansion, the long−term strategic
impact or anticipated effects of the Transaction, financial projections of BTC Inc and/or UTXO, the timing of closing of the Transaction,
Bitcoin-related strategies, and Bitcoin treasury management activities. These statements may also relate to broader macroeconomic trends,
industry developments, technology adoption, competitive positioning, market expansion, product launches, research and development efforts,
acquisitions or dispositions, legal or regulatory developments, and other initiatives that could affect our future business performance.
There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements
included in this communication. Factors that could cause actual results to differ include, but are not limited to, the following: the
acquisition of BTC Inc or UTXO may not provide the benefits we anticipate receiving due to any number of factors, including the inability
of BTC Inc or UTXO to maintain current level of earnings or to continue to grow its sales to new and existing customers; our inability
to successfully cross-sell business between our existing customers and BTC Inc’s or UTXO’s existing products or services,
or expand products or services to new customers; the effect of the Transaction on our business relationships, performance, and business
generally; and we may encounter difficulties with integration or unanticipated costs related to the Transaction; Bitcoin market volatility;
and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult
to predict and are beyond Nakamoto’s control, including those detailed in Nakamoto’s Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and such other documents of Nakamoto that are filed, or will filed, with the SEC that
are or will be available on Nakamoto’s website at www.nakamoto.com and on the website of the SEC at www.sec.gov.
All forward-looking statements are based on assumptions that Nakamoto believes to be reasonable but that may not prove to be accurate.
Any forward-looking statement speaks only as of the date on which such statement is made, and Nakamoto does not undertake any obligation
to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required
by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
date hereof. Nothing contained herein constitutes an offer to buy or sell securities of Nakamoto or any other party, nor does it constitute
a solicitation of any proxy or vote. Past performance is not indicative of future results.
Non-GAAP
Financial Measures
This
press release contains the following non-GAAP financial measures consisting of EBITDA and fully diluted shares. We define EBITDA as Earnings
Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) and we define fully diluted shares as common
shares outstanding and all options, warrants, hold back shares for the Transaction and restricted stock units (“Fully Diluted
Shares”). Non-GAAP financial measures are financial measures that are derived from consolidated financial statements, but that
are not presented in accordance with generally accepted accounting principles in the United States (“GAAP”).
Non-GAAP financial measures are subject to material limitations as they are not measurements prepared in accordance with GAAP, and are
not a substitute for such measurements. Nakamoto uses these non-GAAP financial measures and other key metrics internally to facilitate
analysis of its financial and business trends and for internal planning and forecasting purposes. Nakamoto believes these non-GAAP financial
measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial
performance by excluding certain items that may not be indicative of its business, results of operations, or outlook. However, non-GAAP
financial measures have limitations as an analytical tool and are presented for supplemental informational purposes only. They should
not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. In particular, other
companies, including companies in Nakamoto’s industry, may report EBITDA and Fully Diluted Shares, or similarly titled measures
but calculate them differently, which reduces their usefulness as comparative measures.
Reconciliation
of Net Income to EBITDA
The
following table presents a reconciliation of non-GAAP EBITDA to GAAP Net Income, the most directly comparable GAAP measure, based on
preliminary unaudited financial results for BTC Inc and UTXO for the 12-month period ended September 30, 2025:
| | |
12-Month
Period Ended September 30, 2025 (unaudited) | |
| | |
BTC
Inc | | |
UTXO
Management GP, LLC | | |
Intercompany
Elimination | | |
Total | |
| | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 65,321,216 | | |
$ | 18,169,438 | | |
$ | (3,011,000 | ) | |
$ | 80,479,654 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Income | |
$ | 26,517,429 | | |
$ | 13,552,144 | | |
| - | | |
$ | 40,069,573 | |
| Net Tax Benefit | |
| (6,029,248 | ) | |
| - | | |
| - | | |
| (6,029,248 | ) |
| Interest Expense | |
| 129,384 | | |
| - | | |
| - | | |
| 129,384 | |
| Depreciation | |
| 10,777 | | |
| - | | |
| - | | |
| 10,777 | |
| EBITDA | |
$ | 20,628,342 | | |
$ | 13,552,144 | | |
| - | | |
$ | 34,180,486 | |
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
