Exhibit
99.1
Nakamoto
Reports First Quarter 2026 Results
Completed
Creation of Bitcoin Operating Company with February Acquisitions of BTC Inc and UTXO Management
NASHVILLE,
Tenn. – May 13, 2026 – Nakamoto Inc. (NASDAQ: NAKA) (“Nakamoto” or the “Company”), today
announced its results for the first quarter ended March 31, 2026.
Q1
Operational & Financial Highlights
| ● | Completion
of the acquisitions of BTC Inc. and UTXO Management GP, LLC (“UTXO Management”)
on February 20, 2026, establishing Nakamoto’s foundational operating businesses across
media, asset management, and advisory. |
| ● | Launched
an actively managed Bitcoin derivatives strategy designed to generate yield on treasury assets
and enhance capital efficiency while managing downside exposure. |
| ● | Reported
total operating revenue of $2.7 million, including: |
| ○ | $1.6
million from operating businesses. |
| ○ | $1.1
million from Bitcoin treasury and derivatives strategy. |
| ● | Reported
a net loss of $238.8 million, primarily driven by non-cash and transaction-related items,
including: |
| ○ | $102.5
million mark-to-market loss resulting from the decline in Bitcoin price during the quarter. |
| ○ | $107.7
million non-cash reduction in the cumulative gain from the Company’s pre-acquisition
call option. |
| ○ | Approximately
$8.0 million of transaction-related and integration related costs. |
| ● | Held
more than 5,000 Bitcoin as of March 31, 2026, with an aggregate fair value of approximately
$345 million at quarter-end. |
“The
first quarter marked a transformational period for Nakamoto as we formally transitioned into a Bitcoin operating company,” said
David Bailey, Chief Executive Officer of Nakamoto. “During the quarter, we completed the acquisitions of BTC Inc. and UTXO Management
and began integrating the foundational businesses we believe position Nakamoto for long-term growth across the Bitcoin ecosystem. While
our reported results reflect only a partial quarter of contribution from these businesses, as well as softer Bitcoin pricing during the
period, we remain highly confident in the long-term earnings power of the company we are building. Our focus for the remainder of 2026
is execution — scaling our operating businesses, expanding revenue opportunities, and continuing to build durable shareholder value
through disciplined capital allocation and long-term conviction in Bitcoin.”
Financial
Summary
| $ in thousands | |
For
the Quarter Ended March 31, | |
| | |
2026 | | |
2025 | |
| Total operating revenues | |
$ | 2,678 | | |
$ | 580 | |
| Operating loss (GAAP) | |
$ | (126,170 | ) | |
$ | (1,042 | ) |
| Adjusted operating loss (non-GAAP) | |
$ | (7,770 | ) | |
$ | (1,024 | ) |
First
Quarter 2026 Financial Highlights
Media
& Information Services:
| ● | Revenue
of $0.8 million, including $0.5 million from media and $0.4 million from advisory services |
| ● | Operating
loss of $2.8 million |
Results
reflect:
| ● | Approximately
$0.8 million of amortization of transaction-related intangible assets |
| ● | Partial
quarter ownership |
| ● | No
major events during Q1; historically, the businesses have experienced stronger financial
performance during quarters with larger scale events |
Asset
Management:
| ● | Management
fee revenue of $0.2 million; no performance fees recognized during this quarter |
| ● | Operating
loss of $0.5 million |
Results
reflect:
| ● | Approximately
$0.3 million of amortization of transaction-related intangible assets |
| ● | Partial
quarter ownership |
| ● | Lower
average assets under management during the period: assets under management totaled approximately
$109.5 million as of March 31, 2026 |
Bitcoin
Operations:
| ● | Revenue
of $1.1 million generated from the Company’s recently launched Bitcoin treasury and
derivatives strategy |
| ● | Operating
loss of $109.9 million |
Results
reflect:
| ● | Revenue
generated from yield-oriented strategies utilizing the Company’s Bitcoin collateral |
| ● | Mark-to-market
Bitcoin losses of $102.5 million related to the decline in Bitcoin price from $87,519 as
of December 31, 2025, to $68,220 as of March 31, 2026 |
| ● | Investment
losses of $7.9 million related to the mark-to-market decline in the Company’s investment
in Metaplanet and loss from our share of Treasury B.V.’s results |
Healthcare
Operations:
| ● | Revenue
of $0.5 million |
| ● | Operating
loss of $0.6 million |
Results
reflect:
| ● | Ongoing
operating costs associated with legacy healthcare activities as the Company continues its
planned wind-down; which is expected to be substantially completed by the end of the second
quarter of 2026 |
Other:
| ● | Primarily
reflects corporate overhead and advisory-related services conducted through Nakamoto Advisory |
| ● | Operating
loss of $12.5 million includes approximately $6.9 million of transaction-related and integration
related costs associated with recent acquisitions |
The
Company has discontinued publishing its supplemental operational dashboard in order to better align external reporting practices with
public company reporting timelines.
Liquidity
Highlights
During
the first quarter of 2026, Nakamoto continued to manage its balance sheet to support ongoing operations and integration activities. The
Company had total cash on hand of $35.3 million to fund strategic initiatives, integration efforts, and operating expenses, including
interest expense associated with the Kraken loan, providing near-term liquidity and financial flexibility.
During
the first quarter of 2026, Nakamoto actively managed its Bitcoin across the Company, using it not only as a long-term treasury reserve
asset, but also as part of its operating, financing and income-generating strategies. At the corporate level, the Company sold approximately
284 BTC to support working capital requirements. As part of Nakamoto’s derivatives strategies, the Company received approximately
43 BTC in premium income and subsequently sold approximately 40 BTC.
Enterprise
Value: As of March 31, 2026, the Company’s enterprise value was $327 million, calculated as market capitalization of $152 million,
plus notes payable of $210 million, less cash and cash equivalents of $35 million.
Shares
Issued and Outstanding: As of March 31, 2026, Nakamoto’s shares outstanding were 690,018,254 and fully diluted shares outstanding
were 892,723,519.
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 the Company expects, believes or anticipates will or may occur in the future are forward-looking statements, as defined under U.S.
federal securities laws. Forward-looking statements can be identified by the use of words such as “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. However, the absence of these words does not mean that the statements are not forward-looking.
Forward-looking
statements in this press release include, but are not limited to, statements regarding: the anticipated benefits, synergies, and strategic
impact of the acquisitions of BTC Inc. and UTXO Management; the integration of acquired businesses and expected integration costs and
timelines; the Company’s Bitcoin treasury and asset management strategy, including the deployment and management of its Bitcoin
holdings; the Company’s Bitcoin derivatives program, including the expected generation of yield on treasury assets, capital efficiency,
and the effectiveness of hedging strategies; capital allocation plans; the planned wind-down of legacy healthcare operations and the
expected timeline for completion; expectations regarding the scaling of operating businesses and expansion of revenue opportunities;
the Company’s financial outlook, strategic initiatives, business plans, and growth strategies; and anticipated operational performance
for future periods. These forward-looking statements are inherently uncertain and involve numerous assumptions and risks. Factors that
could cause actual results to differ materially from those projected include, but are not limited to: (i) the volatility of Bitcoin prices
and its impact on the Company’s financial results, including mark-to-market gains and losses on Bitcoin holdings; (ii) the acquisitions
of BTC Inc. and UTXO Management may not provide the anticipated benefits, including the inability of the acquired businesses to maintain
or grow their current levels of earnings, the Company’s inability to successfully realize cross-selling opportunities, or difficulties
and unanticipated costs relating to integration; (iii) risks related to the Company’s existing indebtedness, including collateral
requirements, covenant compliance, and cross-default risk; (iv) regulatory developments affecting digital assets and the Company’s
business operations; and (v) other important factors detailed in the “Risk Factors” section of the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by the Company’s Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and other documents that are filed, or will be filed, with the SEC and that are or will be available on the Company’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 the Company 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 the Company 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, depreciation and
amortization, 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, holdback shares
for the BTC Inc. and UTXO Management 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. We use 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.
We believe these non-GAAP financial measures, when taken collectively, may be helpful to investors because they provide consistency and
comparability with past and future 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 our 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. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the
reconciliations included herein.
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
| ($ in thousands, except per share
amounts) | |
For
the Quarter Ended March 31, | |
| (unaudited) | |
2026 | | |
2025 | |
| | |
| | |
| |
| Operating revenues: | |
| | | |
| | |
| Media | |
$ | 409 | | |
$ | - | |
| Advisory | |
| 510 | | |
| - | |
| Asset management | |
| 209 | | |
| - | |
| Derivative | |
| 1,071 | | |
| - | |
| Healthcare | |
| 479 | | |
| 580 | |
| Total operating revenues | |
| 2,678 | | |
| 580 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Cost of revenue | |
| 232 | | |
| 8 | |
| Compensation | |
| 7,347 | | |
| 1,003 | |
| General and administrative | |
| 9,784 | | |
| 593 | |
| Depreciation and amortization | |
| 1,115 | | |
| 18 | |
| Loss on change in fair
value of digital assets | |
| 102,485 | | |
| - | |
| Loss
on investments | |
| 7,885 | | |
| - | |
| Total operating expenses | |
| 128,848 | | |
| 1,622 | |
| | |
| | | |
| | |
| Operating
loss | |
| (126,170 | ) | |
| (1,042 | ) |
| | |
| | | |
| | |
| Non-operating income (expense): | |
| | | |
| | |
| Other income (expense),
net | |
| (642 | ) | |
| 10 | |
| Interest expense | |
| (4,220 | ) | |
| (6 | ) |
| Change
in fair value of call option - related party | |
| (107,744 | ) | |
| - | |
| Total non-operating income
(expense) | |
| (112,606 | ) | |
| 4 | |
| | |
| | | |
| | |
| Net loss before provision
for income taxes | |
| (238,776 | ) | |
| (1,038 | ) |
| | |
| | | |
| | |
| Provision for income taxes | |
| - | | |
| - | |
| Net
loss | |
$ | (238,776 | ) | |
$ | (1,038 | ) |
| | |
| | | |
| | |
| Net loss per common stock - basic and diluted | |
$ | (0.38 | ) | |
$ | (0.17 | ) |
| | |
| | | |
| | |
| Weighted average shares outstanding - basic and diluted | |
| 636,472 | | |
| 6,025 | |
Segments
| ($ in thousands) | |
For
the Quarter Ended March 31, 2026 | |
| | |
Media
& Information Services | | |
Asset
Management | | |
Bitcoin
Operations | | |
Healthcare
Operations | | |
Other | | |
Eliminations | | |
Total | |
| Operating revenues: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Media | |
$ | 477 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (68 | ) | |
$ | 409 | |
| Advisory | |
| 356 | | |
| - | | |
| - | | |
| - | | |
| 154 | | |
| - | | |
| 510 | |
| Asset management | |
| - | | |
| 209 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 209 | |
| Derivative | |
| - | | |
| - | | |
| 1,071 | | |
| - | | |
| - | | |
| - | | |
| 1,071 | |
| Healthcare | |
| - | | |
| - | | |
| - | | |
| 479 | | |
| - | | |
| - | | |
| 479 | |
| Total operating revenues | |
| 833 | | |
| 209 | | |
| 1,071 | | |
| 479 | | |
| 154 | | |
| (68 | ) | |
| 2,678 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cost of revenue | |
| 77 | | |
| - | | |
| 155 | | |
| - | | |
| - | | |
| - | | |
| 232 | |
| Compensation | |
| 2,092 | | |
| 239 | | |
| 292 | | |
| 836 | | |
| 3,888 | | |
| - | | |
| 7,347 | |
| General and administrative | |
| 657 | | |
| 96 | | |
| 146 | | |
| 233 | | |
| 8,720 | | |
| (68 | ) | |
| 9,784 | |
| Depreciation and amortization | |
| 767 | | |
| 330 | | |
| - | | |
| 18 | | |
| - | | |
| - | | |
| 1,115 | |
| Loss on change in fair
value of digital assets | |
| - | | |
| - | | |
| 102,485 | | |
| - | | |
| - | | |
| - | | |
| 102,485 | |
| Loss
on investments | |
| - | | |
| - | | |
| 7,885 | | |
| - | | |
| - | | |
| - | | |
| 7,885 | |
| Total operating expenses | |
| 3,593 | | |
| 665 | | |
| 110,963 | | |
| 1,087 | | |
| 12,608 | | |
| (68 | ) | |
| 128,848 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating
income (loss) (GAAP) | |
$ | (2,760 | ) | |
$ | (456 | ) | |
$ | (109,892 | ) | |
$ | (608 | ) | |
$ | (12,454 | ) | |
$ | - | | |
$ | (126,170 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjustments | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Loss on change in fair
value of digital assets | |
| - | | |
| - | | |
| 102,485 | | |
| - | | |
| - | | |
| - | | |
| 102,485 | |
| Loss on investments | |
| - | | |
| - | | |
| 7,885 | | |
| - | | |
| - | | |
| - | | |
| 7,885 | |
| Depreciation and amortization | |
| 767 | | |
| 330 | | |
| - | | |
| 18 | | |
| - | | |
| - | | |
| 1,115 | |
| Transaction-related compensation | |
| - | | |
| - | | |
| 10 | | |
| - | | |
| 844 | | |
| - | | |
| 854 | |
| Transaction-related
general and administrative | |
| - | | |
| - | | |
| - | | |
| - | | |
| 6,061 | | |
| - | | |
| 6,061 | |
| Total adjustments | |
| 767 | | |
| 330 | | |
| 110,380 | | |
| 18 | | |
| 6,905 | | |
| - | | |
| 118,400 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted
operating income (loss) (non-GAAP) | |
$ | (1,993 | ) | |
$ | (126 | ) | |
$ | 488 | | |
$ | (590 | ) | |
$ | (5,549 | ) | |
$ | - | | |
$ | (7,770 | ) |
| ($ in thousands) | |
For
the Quarter Ended March 31, 2025 | |
| | |
Media
& Information Services | | |
Asset
Management | | |
Bitcoin
Operations | | |
Healthcare
Operations | | |
Other | | |
Eliminations | | |
Total | |
| Operating revenues: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Media | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Advisory | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Asset management | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Derivative | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Healthcare | |
| - | | |
| - | | |
| - | | |
| 580 | | |
| - | | |
| - | | |
| 580 | |
| Total operating revenues | |
| - | | |
| - | | |
| - | | |
| 580 | | |
| - | | |
| - | | |
| 580 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cost of revenue | |
| - | | |
| - | | |
| - | | |
| 8 | | |
| - | | |
| - | | |
| 8 | |
| Compensation | |
| - | | |
| - | | |
| - | | |
| 1,003 | | |
| - | | |
| - | | |
| 1,003 | |
| General and administrative | |
| - | | |
| - | | |
| - | | |
| 593 | | |
| - | | |
| - | | |
| 593 | |
| Depreciation and amortization | |
| - | | |
| - | | |
| - | | |
| 18 | | |
| - | | |
| - | | |
| 18 | |
| Loss on change in fair
value of digital assets | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Loss
on investments | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Total operating expenses | |
| - | | |
| - | | |
| - | | |
| 1,622 | | |
| - | | |
| - | | |
| 1,622 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating
income (loss) (GAAP) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (1,042 | ) | |
$ | - | | |
$ | - | | |
$ | (1,042 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjustments | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Loss on change in fair
value of digital assets | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Loss on investments | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Depreciation and amortization | |
| - | | |
| - | | |
| - | | |
| 18 | | |
| - | | |
| - | | |
| 18 | |
| Transaction-related compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Transaction-related
general and administrative | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Total adjustments | |
| - | | |
| - | | |
| - | | |
| 18 | | |
| - | | |
| - | | |
| 18 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted
operating income (loss) (non-GAAP) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (1,024 | ) | |
$ | - | | |
$ | - | | |
$ | (1,024 | ) |
Reconciliation
of Common 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:
| | |
March 31, 2026 | |
| Common Shares
Outstanding (GAAP) | |
| 690,018,254 | |
| Options | |
| 78,714,493 | |
| Pre-Funded Warrants | |
| 61,704,975 | |
| Holdback Shares for BTC
Inc and UTXO Acquisitions | |
| 27,483,604 | |
| Restricted Stock Units | |
| 17,636,822 | |
| Shares to be Issued Upon
Letters of Transmittal | |
| 16,678,652 | |
| Cash Warrants - Tradeable | |
| 384,936 | |
| Cash
Warrants - Non-Tradeable | |
| 101,783 | |
| Fully Diluted Shares Outstanding
(non-GAAP) | |
| 892,723,519 | |
