Nakamoto Inc. (NAKA) terminates S-3 shelves; re-files new shelf registrations

Rhea-AI Filing Summary

Nakamoto Inc. filed Post-Effective Amendments to terminate and deregister previously effective Form S-3 shelf registration statements and to remove any unsold securities from registration as of the effectiveness of these amendments. The terminated registrations had previously covered up to $6,993,570,615.16 of securities and an at-the-market component of $4,993,570,615.16 of common stock; a separate shelf registered resale by selling stockholders covered 438,607,381 shares and 61,704,975 pre-funded-warrant shares. The company filed new Form S-3 shelf statements declared effective concurrently to re-register the unsold securities.

Key Figures

Base prospectus capacity: $6,993,570,615.16 At-the-market component: $4,993,570,615.16 Selling-stockholder shares: 438,607,381 shares +2 more

5 metrics

Base prospectus capacity $6,993,570,615.16 aggregate securities available under Registration No. 333-289868

At-the-market component $4,993,570,615.16 common stock offered under Sales Agreement included in base prospectus

Selling-stockholder shares 438,607,381 shares offering and sale by a selling stockholder under Registration No. 333-290248

Pre-funded warrant shares 61,704,975 shares shares underlying pre-funded warrants included in selling-stockholder registration

Determination date March 30, 2026 date used to determine WKSI status in connection with 2025 Form 10-K

Key Terms

Form S-3, post-effective amendment, at-the-market, selling stockholder

4 terms

Form S-3 regulatory

"post-effective amendments to Form S-3 and any amendments previously filed"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

post-effective amendment regulatory

"Post-Effective Amendments filed by Nakamoto Inc."

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

at-the-market market

"at-the-market prospectus that is included in the base prospectus"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

selling stockholder market

"The offering and sale by a selling stockholder of: 438,607,381 shares"

A selling stockholder is an individual or entity that owns shares of a company's stock and chooses to sell some or all of those shares to others. This often occurs when the owner wants to cash in on their investment or reduce their stake. For investors, understanding who the selling stockholder is can provide insights into potential changes in the company's ownership or market activity.

Offering Details

mixed

Offering

Offering Type mixed

As filed with the Securities and Exchange Commission on April 23, 2026.

Registration No. 333-289868

Registration No. 333-290248

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT (333-289868)

POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-3 REGISTRATION STATEMENT (333-290248)

UNDER

THE SECURITIES ACT OF 1933

NAKAMOTO INC.

(Exact name of registrant as specified in its charter)

Delaware		84-3829824
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

300 10th Ave South

Nashville, TN 37203

(615) 676-8668

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Bailey

Chief Executive Officer

Nakamoto Inc.

300 10th Ave South,

Nashville, TN 37203

(615) 676-8668

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Lynwood E. Reinhardt

Michael S. Lee

Katherine E. Geddes

Reed Smith LLP

2850 N. Harwood Street, Suite 1500

Dallas, TX 75201

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not Applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of Securities Act. ☐

TERMINATION OF REGISTRATION

These post-effective amendments (the “Post-Effective Amendments”) filed by Nakamoto Inc. (the “Registrant”) relate to the following automatic shelf registration statements on Form S-3 and any amendments previously filed by the Registrant (each, a “Registration Statement” and collectively, the “Registration Statements”) with the Securities and Exchange Commission (the “SEC”):

Registration No.		Date Originally Filed With the SEC		Number of Shares of Common Stock Registered
333-289868		August 26, 2025		● The offer and sale by the Registrant of up to $6,993,570,615.16 in the aggregate from time to time of shares of the Registrant’s common stock, preferred stock, debt securities, warrants, rights, purchase contracts or units, or any combination thereof pursuant to a base prospectus; and ● The offering, issuance and sale by the Registrant of up to $4,993,570,615.16 of the Registrant’s common stock that may be issued and sold from time to time under the Sales Agreement, dated August 26, 2025, with TD Securities (USA) LLC, Cantor Fitzgerald & Co., B. Riley Securities, Inc., The Benchmark Company, LLC, Canaccord Genuity LLC, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, Craig-Hallum Capital Group LLC, Needham & Company, LLC and Yorkville Securities, LLC (the “Sales Agreement”) pursuant to an “at the market” prospectus. The $4,993,570,615.16 of common stock that may be offered, issued, and sold under the “at the market” prospectus is included in the $6,993,570,615.16 of securities that may be offered, issued, and sold by the Company under the base prospectus. Upon termination of the Sales Agreement, any portion of the $4,993,570,615.16 included in the “at the market” prospectus that is not sold pursuant to the Sales Agreement will be available for sale in other offerings pursuant to the base prospectus and a corresponding prospectus supplement, and if none such shares are sold, the full $6,993,570,615.16 of securities may be sold in other offerings pursuant to the base prospectus and a corresponding prospectus supplement.
333-290248		September 15, 2025		The offering and sale by a selling stockholder of: ● 438,607,381 shares of the Registrant’s common stock; and ● 61,704,975 shares of the Registrant’s common stock underlying pre-funded warrants.

As of March 30, 2026, being the relevant determination date in connection with the filing of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, the Registrant did not qualify as a well-known seasoned issuer (as that term is defined in Rule 405 of the Securities Act of 1933, as amended) for continued use of the Registration Statements.

Pursuant to the undertaking made by the Registrant in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant is filing these Post-Effective Amendments to terminate the effectiveness of the Registration Statements and to deregister, as of the effectiveness of these Post-Effective Amendments, any and all securities that were registered under the Registration Statements but remain unsold (the “Unsold Securities”) as of such effectiveness date. As a result of this deregistration and upon the effectiveness of these Post-Effective Amendments, no securities will remain registered pursuant to the Registration Statements.

The Registrant has filed new shelf registration statements on Form S-3 with the SEC, which were declared effective concurrently with the filing of these Post-Effective Amendments to register the Unsold Securities for the offer and sale by the Registrant and the selling stockholders named therein.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on this 23rd day of April, 2026.

	NAKAMOTO INC.
	By:	/s/ David Bailey
		David Bailey
		Chief Executive Officer

No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 of the Securities Act of 1933, as amended.

FAQ

What did Nakamoto Inc. (NAKA) do in these post-effective amendments?

Nakamoto terminated prior shelf registration statements and deregistered unsold securities. The amendments remove unsold securities from two prior Form S-3 registrations and note concurrent new Form S-3 filings that re-register those unsold amounts.

How much total capacity did the terminated shelf registration cover?

The terminated base prospectus covered $6,993,570,615.16 in aggregate securities. That base prospectus also included an at-the-market component of $4,993,570,615.16 of common stock under a Sales Agreement.

What selling-stockholder amounts were listed in the terminated registration?

The selling-stockholder shelf registered resale of 438,607,381 shares and 61,704,975 shares underlying pre-funded warrants. These amounts were in the registration identified by Registration No. 333-290248.

Why did Nakamoto file post-effective amendments to terminate the registrations?

As of the Form 10-K determination date March 30, 2026, the company no longer qualified as a well-known seasoned issuer; it agreed in the registrations to remove unsold securities by post-effective amendment upon termination.

Will the unsold securities remain available for sale after deregistration?

Nakamoto filed new shelf registration statements declared effective concurrently with these amendments to re-register the Unsold Securities for future offers and sales under those new filings.