Welcome to our dedicated page for Nakamoto SEC filings (Ticker: NAKAW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Nakamoto Inc. filings document the company’s transition into a Bitcoin-focused public company, its capital structure and the terms of its tradeable warrants to purchase common stock. Material-event reports cover completed merger transactions involving BTC Inc. and UTXO Management GP, including acquired-company financial statements, management discussion and pro forma combined financial information.
Proxy and 8-K disclosures also address shareholder voting matters, including a reverse stock split proposal, governance arrangements, director and officer indemnification agreements, amended charter and bylaws references, and security-structure disclosures for the NAKA common stock and NAKAW warrants.
Nakamoto Inc. filed an amendment to a shelf registration to combine prior resale registrations and update its preliminary prospectus. The filing registers resale by selling stockholders of up to 413,354,801 shares of Common Stock and registers the issuance by the Company of Common Stock issuable upon exercise of registered warrants.
The prospectus discloses 61,704,975 Pre-Funded Warrant Shares, PIPE Shares of 264,444,723, IPO Warrant exercise prices of $6.33 (tradable) and a Pre-Funded Warrant exercise price of $0.001. The company held approximately 5,342 Bitcoin valued at $467.5 million as of December 31, 2025, and reported roughly 690,018,254 shares outstanding as of April 6, 2026.
Nakamoto Inc. filed an amendment to a shelf registration to combine prior resale registrations and update its preliminary prospectus. The filing registers resale by selling stockholders of up to 413,354,801 shares of Common Stock and registers the issuance by the Company of Common Stock issuable upon exercise of registered warrants.
The prospectus discloses 61,704,975 Pre-Funded Warrant Shares, PIPE Shares of 264,444,723, IPO Warrant exercise prices of $6.33 (tradable) and a Pre-Funded Warrant exercise price of $0.001. The company held approximately 5,342 Bitcoin valued at $467.5 million as of December 31, 2025, and reported roughly 690,018,254 shares outstanding as of April 6, 2026.
Nakamoto Inc. is asking stockholders at a May 8, 2026 virtual special meeting to approve a reverse stock split of its common stock at a ratio between 1‑for‑20 and 1‑for‑50, with the exact ratio set later by the board. The main goal is to raise the per‑share trading price above Nasdaq’s $1.00 minimum bid requirement; the stock most recently closed at $0.24 per share. A second proposal would allow adjournment of the meeting to solicit more votes if needed. The reverse split would reduce the 690,018,254 shares outstanding but leave the 10,000,000,000 authorized shares unchanged, increasing the number of shares available for future issuance and potential dilution.
Nakamoto Inc. is asking stockholders at a May 8, 2026 virtual special meeting to approve a reverse stock split of its common stock at a ratio between 1‑for‑20 and 1‑for‑50, with the exact ratio set later by the board. The main goal is to raise the per‑share trading price above Nasdaq’s $1.00 minimum bid requirement; the stock most recently closed at $0.24 per share. A second proposal would allow adjournment of the meeting to solicit more votes if needed. The reverse split would reduce the 690,018,254 shares outstanding but leave the 10,000,000,000 authorized shares unchanged, increasing the number of shares available for future issuance and potential dilution.
Nakamoto Inc. has filed a shelf registration to offer up to $6,993,570,615.16 of securities, which includes an at-the-market (ATM) component of $4,993,570,615.16 and an ATM program with agents enabling up to $5.0 billion of common stock sales. The prospectus covers common stock, preferred stock, debt securities, warrants, rights, purchase contracts and units.
The company discloses recent corporate activity: it held approximately 5,342 Bitcoin valued at $467.5 million as of December 31, 2025; repaid in full a secured convertible debenture on September 30, 2025; completed mergers with BTC Inc. and UTXO in February 2026; and reported 690,018,254 shares of common stock issued and outstanding as of April 6, 2026. The prospectus is a shelf base prospectus; specific terms for any offering will be set in prospectus supplements.
Nakamoto Inc. has filed a shelf registration to offer up to $6,993,570,615.16 of securities, which includes an at-the-market (ATM) component of $4,993,570,615.16 and an ATM program with agents enabling up to $5.0 billion of common stock sales. The prospectus covers common stock, preferred stock, debt securities, warrants, rights, purchase contracts and units.
The company discloses recent corporate activity: it held approximately 5,342 Bitcoin valued at $467.5 million as of December 31, 2025; repaid in full a secured convertible debenture on September 30, 2025; completed mergers with BTC Inc. and UTXO in February 2026; and reported 690,018,254 shares of common stock issued and outstanding as of April 6, 2026. The prospectus is a shelf base prospectus; specific terms for any offering will be set in prospectus supplements.
Nakamoto Inc. files a shelf registration to register up to 352,543,486 shares of Common Stock and 61,704,975 shares underlying Pre-Funded Warrants for resale, and to register the Company’s offer of shares issuable upon exercise of IPO Warrants. The prospectus covers resale by numerous selling stockholders of up to 414,248,461 Resale Shares previously issued in PIPE and private transactions, and a primary issuance by the Company of shares issuable upon exercise of Registered Warrants. The prospectus states the Company will receive proceeds only from cash exercises of Registered Warrants (aggregate up to approximately $3,725,217.66) and notes last reported Common Stock price of $0.2105 per share on April 8, 2026.
Nakamoto Inc. files a shelf registration to register up to 352,543,486 shares of Common Stock and 61,704,975 shares underlying Pre-Funded Warrants for resale, and to register the Company’s offer of shares issuable upon exercise of IPO Warrants. The prospectus covers resale by numerous selling stockholders of up to 414,248,461 Resale Shares previously issued in PIPE and private transactions, and a primary issuance by the Company of shares issuable upon exercise of Registered Warrants. The prospectus states the Company will receive proceeds only from cash exercises of Registered Warrants (aggregate up to approximately $3,725,217.66) and notes last reported Common Stock price of $0.2105 per share on April 8, 2026.
Nakamoto Inc. filed an amended current report to expand disclosure around its acquisitions of BTC Inc. and UTXO Management GP, LLC. The amendment adds audited 2025 and 2024 financial statements and management discussions for both acquired businesses, plus unaudited pro forma combined results for the year ended December 31, 2025 giving effect to the mergers.
BTC Inc. shows strong growth, with 2025 revenue of $66.0 million versus $31.4 million in 2024 and net income rising to $14.8 million from $3.6 million. Events contributed $53.6 million of 2025 revenue, while newer advisory services added $2.2 million. As of December 31, 2025 BTC held $11.1 million in cash, total assets of $30.2 million, and management concluded there is no substantial doubt about its ability to continue as a going concern.
Nakamoto Inc. filed an amended current report to expand disclosure around its acquisitions of BTC Inc. and UTXO Management GP, LLC. The amendment adds audited 2025 and 2024 financial statements and management discussions for both acquired businesses, plus unaudited pro forma combined results for the year ended December 31, 2025 giving effect to the mergers.
BTC Inc. shows strong growth, with 2025 revenue of $66.0 million versus $31.4 million in 2024 and net income rising to $14.8 million from $3.6 million. Events contributed $53.6 million of 2025 revenue, while newer advisory services added $2.2 million. As of December 31, 2025 BTC held $11.1 million in cash, total assets of $30.2 million, and management concluded there is no substantial doubt about its ability to continue as a going concern.
Nakamoto Inc. is transforming from a healthcare provider into a Bitcoin-focused holding company with a Bitcoin treasury and an ecosystem of Bitcoin-native businesses. The company plans to exit its legacy healthcare operations as it reorients around digital assets and related services.
As of December 31, 2025, Nakamoto held approximately 5,342 Bitcoin valued at $467.5 million, based on a Bitcoin price of $87,519. It later acquired BTC Inc, operator of the global Bitcoin Conference and Bitcoin Magazine, and UTXO, a Bitcoin-focused asset manager. Management highlights extreme Bitcoin price volatility, material regulatory uncertainty, a material weakness in internal controls, Nasdaq listing-compliance risk, and legacy healthcare liabilities as key risks for shareholders.
Nakamoto Inc. is transforming from a healthcare provider into a Bitcoin-focused holding company with a Bitcoin treasury and an ecosystem of Bitcoin-native businesses. The company plans to exit its legacy healthcare operations as it reorients around digital assets and related services.
As of December 31, 2025, Nakamoto held approximately 5,342 Bitcoin valued at $467.5 million, based on a Bitcoin price of $87,519. It later acquired BTC Inc, operator of the global Bitcoin Conference and Bitcoin Magazine, and UTXO, a Bitcoin-focused asset manager. Management highlights extreme Bitcoin price volatility, material regulatory uncertainty, a material weakness in internal controls, Nasdaq listing-compliance risk, and legacy healthcare liabilities as key risks for shareholders.
Evans Tyler Matthew reported acquisition or exercise transactions in this Form 4 filing.
Nakamoto Inc. reported that Chief Investment Officer Evans Tyler Matthew received a grant of 600,000 shares of Common Stock on March 12, 2026. The filing describes this as a fully vested stock award issued under the 2025 Equity Incentive Plan in partial satisfaction of his 2025 bonus payment. Following this award, he directly holds 20,852,678 shares, reflecting compensation rather than an open-market purchase or sale.
Evans Tyler Matthew reported acquisition or exercise transactions in this Form 4 filing.
Nakamoto Inc. reported that Chief Investment Officer Evans Tyler Matthew received a grant of 600,000 shares of Common Stock on March 12, 2026. The filing describes this as a fully vested stock award issued under the 2025 Equity Incentive Plan in partial satisfaction of his 2025 bonus payment. Following this award, he directly holds 20,852,678 shares, reflecting compensation rather than an open-market purchase or sale.
Nakamoto Inc. Chief Investment Officer Evans Tyler Matthew reported multiple equity awards in an amended insider filing. On February 20, 2026, he received 17,841,993 shares of Common Stock as a grant/award, consisting of 5,925,156 shares under a BTC Merger Agreement and 11,916,837 shares under a UTXO Management GP merger agreement. He also was granted several fully vested stock options, each exercisable on a one-for-one basis for Common Stock at a $0.07 exercise price, with expiration dates in 2028 and 2029, which were assumed pursuant to the BTC Merger Agreement. Following these transactions, his direct Common Stock holdings were 20,252,678 shares. The amended Form 4 is stated to be filed solely to correct a scrivener's error in the previously disclosed total beneficial ownership.
Nakamoto Inc. Chief Investment Officer Evans Tyler Matthew reported multiple equity awards in an amended insider filing. On February 20, 2026, he received 17,841,993 shares of Common Stock as a grant/award, consisting of 5,925,156 shares under a BTC Merger Agreement and 11,916,837 shares under a UTXO Management GP merger agreement. He also was granted several fully vested stock options, each exercisable on a one-for-one basis for Common Stock at a $0.07 exercise price, with expiration dates in 2028 and 2029, which were assumed pursuant to the BTC Merger Agreement. Following these transactions, his direct Common Stock holdings were 20,252,678 shares. The amended Form 4 is stated to be filed solely to correct a scrivener's error in the previously disclosed total beneficial ownership.
David Bailey, Chairman and CEO of Nakamoto Inc., filed a Schedule 13D reporting beneficial ownership of 119,361,200 shares of common stock, representing 17.33% of the class, based on 688,942,624 shares outstanding as of February 26, 2026.
Bailey’s stake comes from several transactions: the Nakamoto merger (11,160,572 shares), the UTXO merger (11,916,837 shares), the BTC merger (96,283,791 shares), and 751,879 RSUs granted under a consulting agreement. He holds sole voting and dispositive power over these shares.
Bailey states he holds the securities for long‑term investment but may buy or sell more in the future. His shares are subject to lock‑up agreements tied to the Nakamoto, UTXO, and BTC mergers, and he benefits from registration rights that can support future registered sales, including potential underwritten offerings of at least $25 million.
David Bailey, Chairman and CEO of Nakamoto Inc., filed a Schedule 13D reporting beneficial ownership of 119,361,200 shares of common stock, representing 17.33% of the class, based on 688,942,624 shares outstanding as of February 26, 2026.
Bailey’s stake comes from several transactions: the Nakamoto merger (11,160,572 shares), the UTXO merger (11,916,837 shares), the BTC merger (96,283,791 shares), and 751,879 RSUs granted under a consulting agreement. He holds sole voting and dispositive power over these shares.
Bailey states he holds the securities for long‑term investment but may buy or sell more in the future. His shares are subject to lock‑up agreements tied to the Nakamoto, UTXO, and BTC mergers, and he benefits from registration rights that can support future registered sales, including potential underwritten offerings of at least $25 million.
Nakamoto Inc. disclosed that investor Bailey Calli Sullivan is a beneficial owner of more than ten percent of the company’s stock. The Form 3 filing reports direct ownership of 109,959,346 shares of common stock as of February 20, 2026, establishing this large existing position.
Nakamoto Inc. disclosed that investor Bailey Calli Sullivan is a beneficial owner of more than ten percent of the company’s stock. The Form 3 filing reports direct ownership of 109,959,346 shares of common stock as of February 20, 2026, establishing this large existing position.