Calli Sullivan Bailey reports 109,959,346 shares — Nakamoto (NAKA)

Rhea-AI Filing Summary

Nakamoto Inc. Schedule 13G shows that Calli Sullivan Bailey beneficially owns 109,959,346 shares of Common Stock, representing 15.96% of the class, as reported in the filing signed 02/26/2026. The filing also reports 6,600,889 shares held of record by the reporting person's spouse, for which the reporting person disclaims beneficial ownership.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Nakamoto Inc.

(Name of Issuer)

Common, Par Value $0.001

(Title of Class of Securities)

49457M106

(CUSIP Number)

02/20/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 49457M106

1

Names of Reporting Persons

Bailey Calli Sullivan

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 109,959,346.00
6	Shared Voting Power 6,600,889.00
7	Sole Dispositive Power 109,959,346.00
8	Shared Dispositive Power 6,600,889.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

109,959,346.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

16.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nakamoto Inc.
(b)	Address of issuer's principal executive offices: 5097 SOUTH 900 EAST, SUITE 100, SALT LAKE CITY, UTAH, 84117
Item 2.
(a)	Name of person filing: Calli Sullivan Bailey
(b)	Address or principal business office or, if none, residence: 6339 Charlotte Pike Unit #B321, Nashville, Tennessee 37203
(c)	Citizenship: United States
(d)	Title of class of securities: Common, Par Value $0.001
(e)	CUSIP No.: 49457M106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 109,959,346
(b)	Percent of class: 15.96 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 109,959,346
	(ii) Shared power to vote or to direct the vote: Represents 6,600,889 shares of Common Stock held of record by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of securities held by the spouse.
	(iii) Sole power to dispose or to direct the disposition of: 109,959,346
	(iv) Shared power to dispose or to direct the disposition of: Represents 6,600,889 shares of Common Stock held of record by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of securities held by the spouse.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bailey Calli Sullivan

Signature:	/s/ Calli Sullivan Bailey
Name/Title:	Individual
Date:	02/26/2026

FAQ

What stake does Calli Sullivan Bailey report in Nakamoto Inc. (NAKA)?

The filing reports 109,959,346 shares, equal to 15.96% of the class. The Schedule 13G lists this amount under "Amount beneficially owned" and the percent under "Percent of class."

Are any shares reported as held by a spouse in the NAKA filing?

Yes. The filing shows 6,600,889 shares held of record by the reporting person's spouse. The reporting person explicitly disclaims beneficial ownership of the spouse's shares in the Schedule 13G.

What voting and dispositive powers does the reporting person claim in the Schedule 13G?

The Schedule 13G states the reporting person has sole power to vote and dispose of 109,959,346 shares, and notes shared voting and dispositive power for 6,600,889 shares held by the spouse.

When was the Schedule 13G for Nakamoto Inc. signed and filed?

The signature block shows the Schedule 13G was signed by Calli Sullivan Bailey on 02/26/2026, and the filing references the issuer's CUSIP 49457M106 and issuer address in Salt Lake City, Utah.

How does the filing treat the spouse-held shares for reporting purposes?

The filing records the spouse-held 6,600,889 shares under shared power lines but the reporting person explicitly disclaims beneficial ownership of those shares in the Schedule 13G statements.