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. disclosed that its Audit Committee dismissed Sadler, Gibb & Associates, LLC as its independent registered public accounting firm on June 17, 2026, and on the same day approved the engagement of Wolf & Company, P.C. as the new auditor for the fiscal year ending December 31, 2026 and related 2026 interim periods.
The company states there were no disagreements with Sadler on accounting principles, financial statement disclosure, or audit scope and procedures, and no reportable events, other than a previously disclosed material weakness in internal control over financial reporting described in its Form 10-K for the year ended December 31, 2025. Sadler’s reports on the 2024 and 2025 financial statements contained no adverse opinions or disclaimers and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
Nakamoto Inc. also notes that it did not consult Wolf in recent years on accounting principles, potential audit opinions, or matters involving disagreements or reportable events before this appointment. Sadler has been asked to provide a letter to the SEC stating whether it agrees with the company’s descriptions of these matters.
Nakamoto Inc. disclosed that its Audit Committee dismissed Sadler, Gibb & Associates, LLC as its independent registered public accounting firm on June 17, 2026, and on the same day approved the engagement of Wolf & Company, P.C. as the new auditor for the fiscal year ending December 31, 2026 and related 2026 interim periods.
The company states there were no disagreements with Sadler on accounting principles, financial statement disclosure, or audit scope and procedures, and no reportable events, other than a previously disclosed material weakness in internal control over financial reporting described in its Form 10-K for the year ended December 31, 2025. Sadler’s reports on the 2024 and 2025 financial statements contained no adverse opinions or disclaimers and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
Nakamoto Inc. also notes that it did not consult Wolf in recent years on accounting principles, potential audit opinions, or matters involving disagreements or reportable events before this appointment. Sadler has been asked to provide a letter to the SEC stating whether it agrees with the company’s descriptions of these matters.
Nakamoto Inc. reworked its financing with Kraken and adjusted its Bitcoin-backed debt while authorizing a new share repurchase plan. The company replaced its prior term sheet with a restructured loan of 210,000,000 USDT secured by 4,405 Bitcoin, then sold approximately 600 Bitcoin and derivatives for about $48 million and used $45 million to cut the principal to 165,000,000 USDT.
A new June loan term sheet now governs the 165,000,000 USDT balance, secured solely by Bitcoin in a collateral account, with 60,000,000 USDT maturing on December 4, 2026 and 105,000,000 USDT on June 30, 2027, at a loan fee of 7.75%–8.00% per annum depending on collateral levels. Nakamoto expects these changes to reduce annual financing costs by about $4 million and reports holding roughly 4,467 Bitcoin after the transactions. The board also approved a 2026 share repurchase program of up to $25 million and the company regained compliance with Nasdaq’s minimum $1 bid price rule.
Nakamoto Inc. reworked its financing with Kraken and adjusted its Bitcoin-backed debt while authorizing a new share repurchase plan. The company replaced its prior term sheet with a restructured loan of 210,000,000 USDT secured by 4,405 Bitcoin, then sold approximately 600 Bitcoin and derivatives for about $48 million and used $45 million to cut the principal to 165,000,000 USDT.
A new June loan term sheet now governs the 165,000,000 USDT balance, secured solely by Bitcoin in a collateral account, with 60,000,000 USDT maturing on December 4, 2026 and 105,000,000 USDT on June 30, 2027, at a loan fee of 7.75%–8.00% per annum depending on collateral levels. Nakamoto expects these changes to reduce annual financing costs by about $4 million and reports holding roughly 4,467 Bitcoin after the transactions. The board also approved a 2026 share repurchase program of up to $25 million and the company regained compliance with Nasdaq’s minimum $1 bid price rule.
Nakamoto Inc. CEO David Bailey reports beneficial ownership of 3,175,476 shares of common stock, representing 18.25% of the company’s outstanding shares as of May 28, 2026. This percentage is based on 17,402,048 shares outstanding.
Bailey’s stake reflects shares received through multiple merger transactions, a consulting agreement that granted 751,879 restricted stock units, and a 1-for-40 reverse stock split completed on May 22, 2026. He also bought 191,448 shares in open-market purchases between May 26 and May 28, 2026, at prices ranging from $4.68 to $5.79 per share using personal funds.
As Chairman and Chief Executive Officer, Bailey has sole voting and dispositive power over these shares and holds registration rights and prior lock-up arrangements tied to the Nakamoto, UTXO and BTC mergers.
Nakamoto Inc. CEO David Bailey reports beneficial ownership of 3,175,476 shares of common stock, representing 18.25% of the company’s outstanding shares as of May 28, 2026. This percentage is based on 17,402,048 shares outstanding.
Bailey’s stake reflects shares received through multiple merger transactions, a consulting agreement that granted 751,879 restricted stock units, and a 1-for-40 reverse stock split completed on May 22, 2026. He also bought 191,448 shares in open-market purchases between May 26 and May 28, 2026, at prices ranging from $4.68 to $5.79 per share using personal funds.
As Chairman and Chief Executive Officer, Bailey has sole voting and dispositive power over these shares and holds registration rights and prior lock-up arrangements tied to the Nakamoto, UTXO and BTC mergers.
Nakamoto Inc. director and Chief Executive Officer Bailey David F reported open-market purchases of a total of 55,115 shares of Common Stock of Nakamoto Inc. at prices between $5.59 and $5.79 per share. Following these transactions, he directly owns 3,127,476 shares.
Nakamoto Inc. director and Chief Executive Officer Bailey David F reported open-market purchases of a total of 55,115 shares of Common Stock of Nakamoto Inc. at prices between $5.59 and $5.79 per share. Following these transactions, he directly owns 3,127,476 shares.
Nakamoto Inc. director and CEO Bailey David F reported open-market purchases of a total of 136,333 shares of common stock. The purchases occurred on May 26–27, 2026 at prices between $4.68 and $5.58 per share. Following these transactions, Bailey directly holds 3,120,361 shares of Nakamoto Inc. common stock. A 1-for-40 reverse stock split of the common stock became effective on May 22, 2026, and the reported share amounts reflect this adjustment.
Nakamoto Inc. director and CEO Bailey David F reported open-market purchases of a total of 136,333 shares of common stock. The purchases occurred on May 26–27, 2026 at prices between $4.68 and $5.58 per share. Following these transactions, Bailey directly holds 3,120,361 shares of Nakamoto Inc. common stock. A 1-for-40 reverse stock split of the common stock became effective on May 22, 2026, and the reported share amounts reflect this adjustment.
Nakamoto Inc. is implementing a 1-for-40 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on May 22, 2026. The move is intended to raise the share price to meet Nasdaq’s $1.00 minimum bid price requirement for continued listing. The split will reduce outstanding common shares from approximately 696.1 million to approximately 17.4 million, without changing authorized shares or par value, and holders will receive cash instead of fractional shares. Related warrants, options and equity awards will be proportionally adjusted. The company also expanded its board from six to seven members and appointed Chief Investment Officer Tyler Evans as a Class II director without additional compensation.
Nakamoto Inc. is implementing a 1-for-40 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on May 22, 2026. The move is intended to raise the share price to meet Nasdaq’s $1.00 minimum bid price requirement for continued listing. The split will reduce outstanding common shares from approximately 696.1 million to approximately 17.4 million, without changing authorized shares or par value, and holders will receive cash instead of fractional shares. Related warrants, options and equity awards will be proportionally adjusted. The company also expanded its board from six to seven members and appointed Chief Investment Officer Tyler Evans as a Class II director without additional compensation.
Nakamoto Inc. (Common Stock): Alyeska Investment Group reports 25,612,676 shares beneficially owned (3.71%). The filing states the Reporting Persons exercise shared voting and dispositive power over these shares. The ownership figure is as of March 31, 2026 and the company’s outstanding shares are listed as 690,018,254 per a March 31, 2026 prospectus.
Nakamoto Inc. (Common Stock): Alyeska Investment Group reports 25,612,676 shares beneficially owned (3.71%). The filing states the Reporting Persons exercise shared voting and dispositive power over these shares. The ownership figure is as of March 31, 2026 and the company’s outstanding shares are listed as 690,018,254 per a March 31, 2026 prospectus.
Nakamoto Inc. reported first-quarter 2026 results, with total operating revenue of $2.7 million, up from $0.6 million a year earlier as it began operating its acquired media, asset management, and advisory businesses.
The company recorded a GAAP operating loss of $126.2 million, driven mainly by a $102.5 million mark-to-market loss on Bitcoin as the price fell from $87,519 on December 31, 2025 to $68,220 on March 31, 2026, plus $7.9 million of investment losses. A further $107.7 million non‑operating loss on a related‑party call option brought net loss to $238.8 million, or $(0.38) per share.
On a non‑GAAP basis, Adjusted operating loss was $7.8 million, excluding digital asset fair value changes, investment losses, depreciation, and transaction‑related items. Cash on hand was $35.3 million, and enterprise value was $327 million. Shares outstanding were 690.0 million, with fully diluted shares outstanding of 892.7 million.
Nakamoto Inc. reported first-quarter 2026 results, with total operating revenue of $2.7 million, up from $0.6 million a year earlier as it began operating its acquired media, asset management, and advisory businesses.
The company recorded a GAAP operating loss of $126.2 million, driven mainly by a $102.5 million mark-to-market loss on Bitcoin as the price fell from $87,519 on December 31, 2025 to $68,220 on March 31, 2026, plus $7.9 million of investment losses. A further $107.7 million non‑operating loss on a related‑party call option brought net loss to $238.8 million, or $(0.38) per share.
On a non‑GAAP basis, Adjusted operating loss was $7.8 million, excluding digital asset fair value changes, investment losses, depreciation, and transaction‑related items. Cash on hand was $35.3 million, and enterprise value was $327 million. Shares outstanding were 690.0 million, with fully diluted shares outstanding of 892.7 million.
Nakamoto Inc. reported a sharp expansion in losses as it completed its transformation into a Bitcoin-focused operating company. For the three months ended March 31, 2026, revenue was just $2.7 million, while net loss reached $238.8 million, driven mainly by Bitcoin-related marks and option revaluation.
The company recorded a $102.5 million loss on the change in fair value of its digital assets as Bitcoin fell from $87,519 to $68,220, plus a $107.7 million loss on a call option tied to the BTC Inc acquisition. It closed all-stock deals for BTC Inc and UTXO, adding media, events and asset-management platforms and recognizing $93.5 million of goodwill. Nakamoto held 5,064 Bitcoin with fair value of $345.6 million at March 31, 2026, of which 4,405 coins secured a 210.0 million USDT loan maturing December 2026, alongside cash of $35.3 million. The legacy healthcare unit generated modest revenue and is being exited, while a reverse stock split in the 1‑for‑20 to 1‑for‑50 range was authorized.
Nakamoto Inc. reported a sharp expansion in losses as it completed its transformation into a Bitcoin-focused operating company. For the three months ended March 31, 2026, revenue was just $2.7 million, while net loss reached $238.8 million, driven mainly by Bitcoin-related marks and option revaluation.
The company recorded a $102.5 million loss on the change in fair value of its digital assets as Bitcoin fell from $87,519 to $68,220, plus a $107.7 million loss on a call option tied to the BTC Inc acquisition. It closed all-stock deals for BTC Inc and UTXO, adding media, events and asset-management platforms and recognizing $93.5 million of goodwill. Nakamoto held 5,064 Bitcoin with fair value of $345.6 million at March 31, 2026, of which 4,405 coins secured a 210.0 million USDT loan maturing December 2026, alongside cash of $35.3 million. The legacy healthcare unit generated modest revenue and is being exited, while a reverse stock split in the 1‑for‑20 to 1‑for‑50 range was authorized.
Nakamoto Inc. approved a revised indemnification agreement for its directors and officers and entered into this agreement with all current incumbents, planning to use it for future leaders as well.
The agreement commits the company to indemnify each indemnitee to the fullest extent permitted by Delaware law for losses and expenses arising from their service, and to advance expenses within 30 days of a written request, subject to repayment only after a final, non-appealable decision denying indemnification. It adds a presumption in favor of indemnification, allows independent counsel chosen by the indemnitee to decide entitlement after a change in control, and includes a commitment to use reasonable best efforts to maintain directors’ and officers’ liability insurance. Obligations are limited by customary exclusions, including clawbacks, Section 16(b) profit disgorgement, and conduct finally adjudicated as knowing fraud or willful misconduct.
Nakamoto Inc. approved a revised indemnification agreement for its directors and officers and entered into this agreement with all current incumbents, planning to use it for future leaders as well.
The agreement commits the company to indemnify each indemnitee to the fullest extent permitted by Delaware law for losses and expenses arising from their service, and to advance expenses within 30 days of a written request, subject to repayment only after a final, non-appealable decision denying indemnification. It adds a presumption in favor of indemnification, allows independent counsel chosen by the indemnitee to decide entitlement after a change in control, and includes a commitment to use reasonable best efforts to maintain directors’ and officers’ liability insurance. Obligations are limited by customary exclusions, including clawbacks, Section 16(b) profit disgorgement, and conduct finally adjudicated as knowing fraud or willful misconduct.